Wright Express CORP (Form: 10-Q, Received: 04/30/2010 14:11:56)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)


þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2010


o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-32426

WRIGHT EXPRESS CORPORATION

(Exact name of registrant as specified in its charter)


Delaware		01-0526993
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

97 Darling Avenue, South Portland, Maine		04106
(Address of principal executive offices)		(Zip Code)

(207) 773-8171
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. þ Yes o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). o Yes o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer þ	Accelerated filer o	Non-accelerated filer o	Smaller reporting company o
		(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes þ No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.


Class		Outstanding at April 26, 2010

Common Stock, $0.01 par value per share		38,790,106 shares

TABLE OF CONTENTS


	Page
PART I-FINANCIAL INFORMATION

Item 1. Financial Statements.		- 3 -

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.		- 15 -

Item 3. Quantitative and Qualitative Disclosures About Market Risk.		- 21 -

Item 4. Controls and Procedures.		- 21 -

PART II-OTHER INFORMATION

Item 1. Legal Proceedings.		- 22 -

Item 1A. Risk Factors.		- 22 -

Item 6. Exhibits.		- 23 -

SIGNATURE		- 24 -
EX-10.1
EX-10.2
EX-10.3
EX-10.4
EX-10.5
EX-10.6
EX-10.7
EX-10.8
EX-10.9
EX-10.10
EX-10.11
EX-10.12
EX-31.1
EX-31.2
EX-32.1
EX-32.2

FORWARD-LOOKING STATEMENTS

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for statements that are forward-looking and are not statements of historical facts. This Quarterly Report contains forward-looking statements. Any statements that are not statements of historical facts may be deemed to be forward-looking statements. When used in this Quarterly Report, the words “may,” “will,” “could,” “anticipate,” “plan,” “continue,” “project,” “intend,” “estimate,” “believe,” “expect” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such words. Forward-looking statements relate to our future plans, objectives, expectations and intentions and are not historical facts and accordingly involve known and unknown risks and uncertainties and other factors that may cause the actual results or performance to be materially different from future results or performance expressed or implied by these forward-looking statements. The following factors, among others, could cause actual results to differ materially from those contained in forward-looking statements made in this Quarterly Report, in press releases and in oral statements made by our authorized officers: fuel price volatility; the Company’s failure to maintain or renew key agreements; failure to expand the Company’s technological capabilities and service offerings as rapidly as the Company’s competitors; the actions of regulatory bodies, including bank regulators, or possible changes in banking regulations impacting the Company’s industrial loan bank and the Company as the corporate parent; the uncertainties of litigation; the effects of general economic conditions on fueling patterns and the commercial activity of fleets; the effects of the Company’s international business expansion efforts; the impact and range of credit losses; the amount of full year interest rates; financial loss if we determine it necessary to unwind our derivative instrument position prior to the expiration of the contract; as well as other risks and uncertainties identified in Item 1A of our Annual Report for the year ended December 31, 2009, filed on Form 10-K with the Securities and Exchange Commission on February 26, 2010. Our forward-looking statements and these factors do not reflect the potential future impact of any alliance, merger, acquisition or disposition. The forward-looking statements speak only as of the date of the initial filing of this Quarterly Report and undue reliance should not be placed on these statements. We disclaim any obligation to update any forward-looking statements as a result of new information, future events or otherwise.

- 2 -

PART I


Item 1. Financial Statements.

WRIGHT EXPRESS CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
(unaudited)


	March 31,			December 31,
	2010			2009

Assets
Cash and cash equivalents	$	12,375		$	39,304
Accounts receivable (less reserve for credit losses of $10,338 in 2010 and $10,660 in 2009)		948,970			844,152
Available-for-sale securities		10,072			10,596
Fuel price derivatives, at fair value		2,935			6,152
Property, equipment and capitalized software (net of accumulated depreciation of $76,661 in 2010 and $72,955 in 2009)		47,155			44,991
Deferred income taxes, net		176,579			183,602
Goodwill		315,163			315,227
Other intangible assets, net		33,367			34,815
Other assets		18,169			20,823


Total assets	$	1,564,785		$	1,499,662


Liabilities and Stockholders’ Equity
Accounts payable	$	358,075		$	283,149
Accrued expenses		25,024			30,861
Income taxes payable		1,331			1,758
Deposits		406,233			423,287
Borrowed federal funds		76,603			71,723
Fuel price derivatives, at fair value		3,603			—
Revolving line-of-credit facility		112,400			128,000
Other liabilities		1,996			1,815
Amounts due under tax receivable agreement		107,753			107,753
Preferred stock; 10,000 shares authorized:
Series A non-voting convertible, redeemable preferred stock;
No shares issued and outstanding in 2010, 0.1 shares issued and outstanding in 2009		—			10,000


Total liabilities		1,093,018			1,058,346

Commitments and contingencies (Note 8)

Stockholders’ Equity
Common stock $0.01 par value; 175,000 shares authorized, 41,748 in 2010 and 41,167 in 2009 shares issued; 38,848 in 2010 and 38,196 in 2009 shares outstanding		417			412
Additional paid-in capital		124,236			112,063
Retained earnings		430,692			412,138
Other comprehensive loss, net of tax:
Net unrealized gain on available-for-sale securities		57			23
Net unrealized loss on interest rate swaps		(293	)		(176	)
Net foreign currency translation adjustment		(332	)		(134	)


Accumulated other comprehensive loss		(568	)		(287	)

Less treasury stock at cost, 2,722 shares in 2010 and 2009		(83,010	)		(83,010	)


Total stockholders’ equity		471,767			441,316


Total liabilities and stockholders’ equity	$	1,564,785		$	1,499,662


See notes to condensed consolidated financial statements.

- 3 -

WRIGHT EXPRESS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data)
(unaudited)


	Three months ended
	March 31,
	2010			2009

Service Revenues
Payment processing revenue	$	57,764		$	44,314
Transaction processing revenue		4,159			4,298
Account servicing revenue		8,269			8,959
Finance fees		8,384			7,064
Other		4,564			2,799


Total service revenues		83,140			67,434

Product Revenues
Hardware and equipment sales		706			1,064


Total revenues		83,846			68,498

Expenses
Salary and other personnel		19,620			17,853
Service fees		7,594			6,182
Provision for credit losses		5,911			4,235
Technology leasing and support		2,824			2,160
Occupancy and equipment		2,044			2,388
Depreciation and amortization		5,873			5,245
Operating interest expense		1,442			4,138
Cost of hardware and equipment sold		543			993
Other		5,802			5,980


Total operating expenses		51,653			49,174


Operating income		32,193			19,324

Financing interest expense		(726	)		(2,020	)
Net realized and unrealized (losses) gains on fuel price derivatives		(1,780	)		653
Increase in amount due under tax receivable agreement		—			(570	)


Income before income taxes		29,687			17,387

Provision for income taxes		11,133			6,410


Net income		18,554			10,977

Changes in available-for-sale securities, net of tax effect of $18 in 2010 and $32 in 2009		34			57
Changes in interest rate swaps, net of tax effect of $(69) in 2010 and $406 in 2009		(117	)		700
Foreign currency translation		(198	)		(24	)


Comprehensive income	$	18,273		$	11,710


Earnings per share:
Basic	$	0.48		$	0.29
Diluted	$	0.48		$	0.28

Weighted average common shares outstanding:
Basic		38,334			38,339
Diluted		39,122			39,177


See notes to condensed consolidated financial statements.

- 4 -

WRIGHT EXPRESS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)


	Three months ended
	March 31,
	2010			2009
Cash flows from operating activities
Net income	$	18,554		$	10,977
Adjustments to reconcile net income to net cash provided by operating activities:
Fair value change of fuel price derivatives		6,820			6,471
Stock-based compensation		1,545			1,364
Depreciation and amortization		6,030			5,400
Deferred taxes		7,073			1,031
Provision for credit losses		5,911			4,235
Impairment of internal-use software		—			421
Changes in operating assets and liabilities, net of effects of acquisition:
Accounts receivable		(110,802	)		(606	)
Other assets		2,497			(2,091	)
Accounts payable		74,950			41,649
Accrued expenses		(6,021	)		(5,405	)
Income taxes		(424	)		5,195
Other liabilities		187			(1,723	)
Amounts due under tax receivable agreement		—			570


Net cash provided by operating activities		6,320			67,488

Cash flows from investing activities
Purchases of property and equipment		(6,663	)		(4,293	)
Reinvestment of dividends on available-for-sale securities		—			(40	)
Purchases of available-for-sale securities		(39	)		—
Maturities of available-for-sale securities		613			356


Net cash used for investing activities		(6,089	)		(3,977	)


Cash flows from financing activities
Excess tax benefits from equity instrument share-based payment arrangements		582			—
Repurchase of share-based awards to satisfy tax withholdings		(955	)		(418	)
Proceeds from stock option exercises		1,017			—
Net decrease in deposits		(17,054	)		(189,291	)
Net increase in borrowed federal funds		4,880			—
Net decrease in revolving line-of-credit facility		(15,600	)		(34,000	)


Net cash used for financing activities		(27,130	)		(223,709	)


Effect of exchange rate changes on cash and cash equivalents		(30	)		(31	)


Net decrease in cash and cash equivalents		(26,929	)		(160,229	)
Cash and cash equivalents, beginning of period		39,304			183,117


Cash and cash equivalents, end of period	$	12,375		$	22,888


Supplemental cash flow information
Interest paid	$	1,317		$	9,751
Income taxes paid	$	3,904		$	182
Conversion of preferred stock shares and accrued preferred dividends to common stock shares	$	10,004		$	—


See notes to condensed consolidated financial statements.

- 5 -

WRIGHT EXPRESS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except per share data)
(unaudited)

1. Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. They do not include all information and notes required by generally accepted accounting principles (“GAAP”) for complete financial statements. However, except as disclosed herein, there has been no material change in the information disclosed in the notes to consolidated financial statements included in the Annual Report on Form 10-K of Wright Express Corporation for the year ended December 31, 2009. These condensed consolidated financial statements should be read in conjunction with the financial statements that are included in the Company’s Annual Report filed on Form 10-K for the year ended December 31, 2009, filed with the Securities and Exchange Commission (“SEC”) on February 26, 2010. When used in these notes, the term “Company” means Wright Express Corporation and all entities included in the consolidated financial statements. In the opinion of management, all adjustments (including normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three-months ended March 31, 2010, are not necessarily indicative of the results that may be expected for any future quarter(s) or the year ending December 31, 2010.

The condensed consolidated statement of income for the period ended March 31, 2009, has been corrected for an immaterial error related to the classification of customer discounts for electronic payments. Payment processing revenue decreased from $44,992 to $44,314 and operating interest expense decreased from $4,816 to $4,138. Operating income and net income were not impacted by this change, nor was there any impact on either cash flows or the balance sheet.

2. Goodwill and Other Intangible Assets

Goodwill

The changes in goodwill during the first three months of 2010 were as follows:


	Fleet			MasterCard
	Segment			Segment		Total

Balance at January 1, 2010	$	305,514		$	9,713	$	315,227
Impact of foreign currency translation		(64	)		—		(64	)


Balance at March 31, 2010	$	305,450		$	9,713	$	315,163

Other Intangible Assets

The changes in other intangible assets during the first three months of 2010 were as follows:


	Net Carrying								Net Carrying
	Amount, December					Impact of foreign			Amount, March 31,
	31, 2009		Amortization			currency translation			2010

Definite-lived intangible assets
Software	$	13,565	$	(551	)	$	—		$	13,014
Customer relationships		16,731		(808	)		(76	)		15,847
Trade name		54		(13	)		—			41

Indefinite-lived intangible assets
Trademarks and trade names		4,465		—			—			4,465

Total	$	34,815	$	(1,372	)	$	(76	)	$	33,367

- 6 -

WRIGHT EXPRESS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(in thousands, except per share data)
(unaudited)

The Company expects amortization expense related to the definite-lived intangible assets above to be as follows: $4,073 for April 1, 2010 through December 31, 2010; $4,710 for 2011; $4,075 for 2012; $3,459 for 2013; $2,481 for 2014 and $2,258 for 2015.

Other intangible assets consist of the following:


	March 31, 2010							December 31, 2009
	Gross							Gross
	Carrying		Accumulated			Net Carrying		Carrying		Accumulated			Net Carrying
	Amount		Amortization			Amount		Amount		Amortization			Amount

Definite-lived intangible assets
Software	$	16,300	$	(3,286	)	$	13,014	$	16,300	$	(2,735	)	$	13,565
Customer relationships		24,782		(8,935	)		15,847		24,858		(8,127	)		16,731
Trade name		100		(59	)		41		100		(46	)		54


	$	41,182	$	(12,280	)		28,902	$	41,258	$	(10,908	)		30,350


Indefinite-lived intangible assets
Trademarks and trade names							4,465							4,465


Total						$	33,367						$	34,815

3. Earnings per Common Share

The following is a reconciliation of the income and share data used in the basic and diluted earnings per share computations for the three months ended March 31, 2010 and 2009:


	Three months ended
	March 31,
	2010		2009

Income available for common stockholders – Basic	$	18,554	$	10,977
Convertible, redeemable preferred stock dividend		40		82


Income available for common stockholders – Diluted	$	18,594	$	11,059


Weighted average common shares outstanding – Basic		38,334		38,339
Unvested restricted stock units		173		383
Stock options		205		11
Convertible, redeemable preferred stock		410		444


Weighted average common shares outstanding – Diluted		39,122		39,177

- 7 -

WRIGHT EXPRESS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(in thousands, except per share data)
(unaudited)

4. Derivative Instruments

The Company is exposed to certain risks relating to its ongoing business operations. The primary risks managed by using derivative instruments are interest rate risk and commodity price risk. Interest rate swap arrangements are entered into to manage interest rate risk associated with the Company’s variable-rate borrowings. The Company also enters into put and call option contracts based on the wholesale price of gasoline and retail price of diesel fuel, which settle on a monthly basis. These put and call option contracts, or fuel price derivative instruments, are designed to reduce the volatility of the Company’s cash flows associated with its fuel price-related earnings exposure.

Accounting guidance requires companies to recognize all derivative instruments as either assets or liabilities at fair value in the statement of financial position. The Company designates interest rate swap arrangements as cash flow hedges of the forecasted interest payments on a portion of its variable-rate credit agreement. The Company’s fuel price derivative instruments do not qualify for hedge accounting treatment under current guidance, and therefore, no such hedging designation has been made.

Cash Flow Hedges

For derivative instruments that are designated and qualify as a cash flow hedge, the effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings. As of March 31, 2010, the Company had the following outstanding interest rate swap arrangements that were entered into to hedge forecasted interest payments:


	Weighted-			Aggregate
	Average			Notional
	Base Rate			Amount

Interest rate swap arrangements settling through July 2011		1.35	%	$	50,000

Derivatives Not Designated as Hedging Instruments

For derivative instruments that are not designated as hedging instruments, the gain or loss on the derivative is recognized in current earnings. As of March 31, 2010, the Company had the following put and call option contracts which settle on a monthly basis:


	Aggregate
	Notional
	Amount
	(gallons) ^(a)

Fuel price derivative instruments – unleaded fuel
Option contracts settling April 2010 – September 2011		30,070


Fuel price derivative instruments – diesel
Option contracts settling April 2010 – September 2011		13,510


Total fuel price derivative instruments		43,580



^(a)		The settlement of the put and call option contracts is based upon the New York Mercantile Exchange’s New York Harbor Reformulated Gasoline Blendstock for Oxygen Blending and the U.S. Department of Energy’s weekly retail on-highway diesel fuel price for the month.

- 8 -

WRIGHT EXPRESS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(in thousands, except per share data)
(unaudited)

The following table presents information on the location and amounts of derivative fair values in the condensed consolidated balance sheets:

Derivatives Classified as Assets

Derivatives Classified as Liabilities

March 31, 2010

December 31, 2009

March 31, 2010

December 31, 2009

Balance

Sheet

Fair

Sheet

Fair

Sheet

Fair

Sheet

Fair

Location

Value

Location

Value

Location

Value

Location

Value

Derivatives designated as hedging instruments

Interest rate contracts

Other assets

—

Other assets

—

Accrued expenses

464

Accrued expenses

278

Derivatives not designated as hedging instruments

Fuel price

derivatives,

Commodity contracts

at fair value

2,935

at fair value

6,152

at fair value

3,603

at fair value

—

Total derivatives

2,935

6,152

4,067

278

The following table presents information on the location and amounts of derivative gains and losses in the condensed consolidated statements of income:

Amount of Gain

or (Loss)

Reclassified

from

Amount of Gain or

Accumulated

(Loss) Recognized in

Amount of Gain or

OCI into

Location of Gain or

Income on Derivative

(Loss) Recognized in

Income

(Loss) Recognized in

(Ineffective Portion and Amount

OCI on Derivative

Location of Gain or

(Effective

Income on Derivative

Excluded from

Derivatives in

(Effective Portion) ^(a)

(Loss) Reclassified

Portion)

(Ineffective Portion

Effectiveness Testing)

Cash Flow

Three months ended

from Accumulated

Three months ended

and Amount Excluded

Three months ended

Hedging

March 31,

OCI into Income

March 31,

from Effectiveness

March 31,

Relationships

2010

2009

(Effective Portion)

2010

2009

Testing) ^(b)

2010

2009

Interest rate contracts

(117

)

700

Financing interest

(140

)

(1,233

)

Financing interest

—

expense

Amount of Gain or

(Loss) Recognized in

Income on Derivative

Derivatives Not

Location of Gain or

Three months ended

Designated as

(Loss) Recognized in

March 31,

Hedging Instruments

Income on Derivative

2010

2009

Net realized and

unrealized gains

(losses) on fuel

Commodity contracts

price derivatives

(1,780

)

653


^(a)		The amount of gain or (loss) recognized in OCI on the Company’s interest rate swap arrangements has been recorded net of tax impacts of $(69) in 2010 and $406 in 2009.

^(b)		No ineffectiveness was reclassified into earnings nor was any amount excluded from effectiveness testing.

- 9 -

WRIGHT EXPRESS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(in thousands, except per share data)
(unaudited)

5. Fair Value

The Company holds mortgage-backed securities, fixed income and equity securities, derivatives and certain other financial instruments which are carried at fair value. The Company determines fair value based upon quoted prices when available or through the use of alternative approaches, such as model pricing, when market quotes are not readily accessible or available. In determining the fair value of the Company’s obligations, various factors are considered including: closing exchange or over-the-counter market price quotations; time value and volatility factors underlying options and derivatives; price activity for equivalent instruments; and the Company’s own-credit standing.

These valuation techniques may be based upon observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. These two types of inputs create the following fair value hierarchy:

	•		Level 1 – Quoted prices for identical instruments in active markets.

	•		Level 2 – Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

	•		Level 3 – Instruments whose significant value drivers are unobservable.

- 10 -

WRIGHT EXPRESS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(in thousands, except per share data)
(unaudited)

The following table presents the Company’s assets and liabilities that are measured at fair value and the related hierarchy levels:


			Fair Value Measurements
			at Reporting Date Using
			Quoted Prices in
			Active		Significant
			Markets for		Other		Significant
			Identical		Observable		Unobservable
	March 31,		Assets		Inputs		Inputs
	2010		(Level 1)		(Level 2)		(Level 3)

Assets:

Mortgage-backed securities	$	2,616	$	—	$	2,616	$	—
Asset-backed securities		3,069		—		3,069		—
Municipal bonds		101		—		101		—
Equity securities		4,286		4,286		—		—


Total available-for-sale securities	$	10,072	$	4,286	$	5,786	$	—


Executive deferred compensation plan trust ^(a)	$	1,947	$	1,947	$	—	$	—


Fuel price derivatives — diesel	$	2,010	$	—	$	—	$	2,010
Fuel price derivatives — unleaded fuel		925		—		925		—


Total fuel price derivatives — assets	$	2,935	$	—	$	925	$	2,010


Liabilities:

July 2009 interest rate swap arrangements with a base rate of 1.35% and an aggregate notional amount of $50,000 ^(b)	$	464	$	—	$	464	$	—


Fuel price derivatives — diesel	$	1,294	$	—	$	—	$	1,294
Fuel price derivatives — unleaded fuel		2,309		—		2,309		—


Total fuel price derivatives — liabilities	$	3,603			$	2,309	$	1,294


^(a)		The fair value of these instruments is recorded in other assets.

^(b)		The fair value of these instruments is recorded in accrued expenses.

The following table presents a reconciliation of the beginning and ending balances for assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the three months ended March 31, 2010:


	Fuel Price
	Derivatives –
	Diesel

Beginning balance	$	2,641
Total gains or (losses) — realized/unrealized
Included in earnings ^(a)		(1,925	)
Included in other comprehensive income		—
Purchases, issuances and settlements		—
Transfers in/(out) of Level 3		—


Ending balance	$	716


^(a)		Gains and losses (realized and unrealized) included in earnings for the three months ended March 31, 2010, are reported in net realized and unrealized losses on fuel price derivatives on the condensed consolidated statements of income.

- 11 -

WRIGHT EXPRESS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(in thousands, except per share data)
(unaudited)

Available-for-sale securities and executive deferred compensation plan trust

When available, the Company uses quoted market prices to determine the fair value of available-for-sale securities; such items are classified in Level 1 of the fair-value hierarchy. These securities primarily consist of exchange-traded equity securities.

For mortgage-backed and asset-backed debt securities and bonds, the Company generally uses quoted prices for recent trading activity of assets with similar characteristics to the debt security or bond being valued. The securities and bonds priced using such methods are generally classified as Level 2.

Fuel price derivatives and interest rate swap arrangements

The majority of derivatives entered into by the Company are executed over the counter and so are valued using internal valuation techniques as no quoted market prices exist for such instruments. The valuation technique and inputs depend on the type of derivative and the nature of the underlying instrument. The principal technique used to value these instruments is a comparison of the spot price of the underlying instrument to its related futures curve adjusted for the Company’s assumptions of volatility and present value, where appropriate. The fair values of derivative contracts reflect the expected cash the Company will pay or receive upon settlement of the respective contracts.

The key inputs depend upon the type of derivative and the nature of the underlying instrument and include interest rate yield curves, the spot price of the underlying instrument, volatility, and correlation. The item is placed in either Level 2 or Level 3 depending on the observability of the significant inputs to the model. Correlation and items with longer tenures are generally less observable.

6. Preferred Stock

On March 6, 2010, the Company initiated redemption of the outstanding shares of Series A non-voting convertible, redeemable preferred stock for $101 per share, plus all accrued but unpaid dividends. Each holder elected to exercise its right to convert its holdings into common stock. As a consequence of these elections, the Company issued 445 shares of its common stock and retired 0.1 shares of preferred stock.

7. Stock-Based Compensation

During the first quarter of 2010, the Company awarded stock options, restricted stock units, and performance-based restricted stock units to employees under the 2005 Equity and Incentive Plan (the “2010 grant”). Expense associated with the performance-based restricted stock units may increase or decrease due to changes in the probability of the Company achieving pre-established performance metrics. For the three months ended March 31, 2010, total stock-based compensation cost recognized was approximately $1.5 million, of which approximately $0.2 million was related to the 2010 grant. As of March 31, 2010, total unrecognized compensation cost related to non-vested stock options, restricted stock units, and performance-based restricted stock units under the 2010 grant was approximately $7 million, to be recognized over the 2.9 year remaining vesting period of these awards.

The Company used the Black-Scholes option-pricing model to determine the fair value of stock option awards. Compensation costs will be recognized over the 3 year vesting period from the date of the grant. The fair value of the stock options granted in the first quarter of 2010 was calculated using the following weighted-average assumptions:


	2010
	Grant

Weighted average expected life (in years)		6.00
Weighted average risk-free rate		2.70	%
Weighted average volatility		46.00	%
Weighted average dividend yield		0.00	%
Weighted average fair value	$	14.00

8. Commitments and Contingencies

Litigation

The Company is involved in pending litigation in the usual course of business. In the opinion of management, such litigation will not have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows.

- 12 -

WRIGHT EXPRESS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(in thousands, except per share data)
(unaudited)

9. Subsequent Event

On April 15, 2010, the Company purchased put option contracts and sold call option contracts, designed to be a costless collar, on the wholesale price of gasoline with Merrill Lynch Commodities, Inc. and the retail price of diesel fuel with Wells Fargo Bank, N.A. (collectively, the “Contracts”). The Contracts have an aggregate notional amount of approximately 8,450 gallons of gasoline and diesel fuel and will expire on a monthly basis during the last three quarters of 2011. The settlement of the Contracts is based upon the New York Mercantile Exchange’s New York Harbor Reformulated Gasoline Blendstock for Oxygen Blending and the U.S. Department of Energy’s weekly retail on-highway diesel fuel price for the month. The Contracts lock in a weighted average retail floor price of approximately $3.03 per gallon and a weighted average retail ceiling price of approximately $3.09 per gallon.

10. Segment Information

The Company operates in two reportable segments, Fleet and MasterCard. The fleet segment provides customers with payment and transaction processing services specifically designed for the needs of vehicle fleet customers. The MasterCard segment provides customers with a payment processing solution for their corporate purchasing and transaction monitoring needs. The Company’s chief decision maker evaluates the operating results of the Company’s reportable segments based upon revenues and “adjusted net income,” which is defined by the Company as net income adjusted for fair value changes of fuel price derivatives, the amortization of acquired intangible assets, asset impairment charges related to its internally developed software, non-cash adjustments related to the tax receivable agreement and gains on the extinguishment of a portion of the tax receivable agreement. These adjustments are reflected net of the tax impact.

The following table presents the Company’s reportable segment results for the three months ended March 31, 2010 and 2009:


			Operating		Depreciation
	Total		Interest		and		Provision for		Adjusted Net
	Revenues		Expense		Amortization		Income Taxes		Income

Three months ended March 31, 2010
Fleet	$	73,410	$	1,228	$	4,446	$	12,655	$	21,092
MasterCard		10,436		214		55		1,550		2,582


Total	$	83,846	$	1,442	$	4,501	$	14,205	$	23,674


Three months ended March 31, 2009
Fleet	$	61,861	$	3,528	$	3,891	$	9,659	$	15,879
MasterCard		6,637		610		74		218		373


Total	$	68,498	$	4,138	$	3,965	$	9,877	$	16,252

- 13 -

WRIGHT EXPRESS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (concluded)
(in thousands, except per share data)
(unaudited)

The following table reconciles adjusted net income to net income:


	Three months ended
	March 31,
	2010			2009

Adjusted net income	$	23,674		$	16,252
Unrealized losses on fuel price derivatives		(6,820	)		(6,471	)
Amortization of acquired intangible assets		(1,372	)		(1,280	)
Asset impairment charge		—			(421	)
Non-cash adjustments related to the tax receivable agreement		—			(570	)
Tax impact of the above transactions		3,072			3,467


Net income	$	18,554		$	10,977

The tax impact of the foregoing adjustments is the difference between the Company’s GAAP tax provision and a pro forma tax provision based upon the Company’s adjusted net income before taxes. The methodology utilized for calculating the Company’s adjusted net income tax provision is the same methodology utilized in calculating the Company’s GAAP tax provision.

- 14 -

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

We intend for this discussion to provide the reader with information that will assist in understanding our financial statements, the changes in key items in those financial statements from year to year, and the primary factors that accounted for those changes, as well as how certain accounting estimates affect our financial statements. The discussion also provides information about the financial results of the two segments of our business to provide a better understanding of how those segments and their results affect our financial condition and results of operations as a whole. This discussion should be read in conjunction with our audited consolidated financial statements as of December 31, 2009, the notes accompanying those financial statements and management’s discussion and analysis as contained in our Annual Report on Form 10-K filed with the SEC on February 26, 2010 and in conjunction with the unaudited condensed consolidated financial statements and notes in Item 1 of Part I of this report.

The condensed consolidated statement of income for the period ended March 31, 2009, has been corrected for an immaterial error related to the classification of customer discounts for electronic payments. Payment processing revenue decreased from $45.0 million to $44.3 million and operating interest expense decreased from $4.8 million to $4.1 million. Operating income and net income were not impacted by this change, nor was there any impact on either cash flows or the balance sheet.

Overview

Wright Express is a leading provider of payment processing and information management services to the vehicle fleet industry. We facilitate and manage transactions for vehicle fleets through our proprietary closed network of major oil companies, fuel retailers and vehicle maintenance providers. We provide fleets with detailed transaction data, analytical tools and purchase control capabilities. Our operations are organized as follows:

	•		Fleet — The fleet segment provides customers with payment and transaction processing services specifically designed for the needs of the vehicle fleet industry. This segment also provides information management and account services to these fleet customers.

	•		MasterCard — The MasterCard segment provides customers with a payment processing solution for their corporate purchasing and transaction monitoring needs. Our corporate MasterCard charge card product provides commercial travel and entertainment and purchase capabilities to businesses in industries that can utilize our information management functionality.

Summary

Below are selected items from the first quarter of 2010:

	•		Average number of vehicles serviced decreased 5 percent from the first quarter of 2009 to approximately 4.5 million as fleets have reduced their number of vehicles due to economic conditions.

	•		Total fleet transactions processed declined 2 percent from the first quarter of 2009 to 61.8 million. Payment processing transactions decreased less than one percent to 49.1 million, while transaction processing transactions decreased 9 percent to 12.7 million.

	•		Average expenditure per payment processing transaction increased 37 percent to $58.80 from $40.78 for the same period last year. This increase was driven by higher average retail fuel prices. The average fuel price per gallon during the three months ended March 31, 2010, was $2.76, a 38 percent increase over the same period last year.

	•		Realized gains on our fuel price derivatives were $5.0 million compared to realized gains of $7.1 million for the first quarter of 2009.

	•		Credit losses expense in the fleet segment was $5.7 million for the three months ended March 31, 2010, versus $3.4 million for the three months ended March 31, 2009.

	•		Total MasterCard purchase volume grew $204 million to $853 million for the three months ended March 31, 2010, an increase of 31 percent over the same period last year. MasterCard revenue grew 57 percent, as compared to the first quarter of 2009, to $10.4 million.

	•		Our operating interest expense, which includes interest accruing on deposits and borrowed federal funds, decreased to $1.4 million during the three months ended March 31, 2010, from $4.1 million during the three months ended March 31, 2009.

	•		Our effective tax rate was 37.5 percent for the three months ended March 31, 2010 and 36.9 percent for the three months ended March 31, 2009. The rate fluctuated due to changes in the mix of earnings among different taxing jurisdictions. Although not a significant factor in the current quarter, our tax rate may also fluctuate due to the impacts that rate mix changes have on our net deferred tax assets.

- 15 -

Results of Operations

Fleet

The following table reflects comparative operating results and key operating statistics within our fleet segment:


	Three months ended
	March 31,						Increase (decrease)
(in thousands)	2010			2009			Amount			Percent

Service Revenues
Payment processing revenue	$	48,713		$	38,310		$	10,403			27	%
Transaction processing revenue		4,159			4,298			(139	)		(3)	%
Account servicing revenue		8,258			8,945			(687	)		(8)	%
Finance fees		8,281			6,984			1,297			19	%
Other		3,293			2,260			1,033			46	%

Total service revenues		72,704			60,797			11,907			20	%

Product Revenues
Hardware and equipment sales		706			1,064			(358	)		(34)	%


Total revenues		73,410			61,861			11,549			19	%

Total operating expenses		45,349			43,128			2,221			5	%


Operating income		28,061			18,733			9,328			50	%

Financing interest expense		(726	)		(2,020	)		1,294			(64)	%
Net realized and unrealized losses on derivative instruments		(1,780	)		653			(2,433	)		(373)	%
Increase in amount due to Avis under tax receivable agreement		—			(570	)		570			100	%


Income before taxes		25,555			16,796			8,759			52	%
Provision for income taxes		9,583			6,192			3,391			55	%

Net income	$	15,972		$	10,604		$	5,368			51	%


	Three months ended
	March 31,						Increase (decrease)
(in thousands, except per transaction and per gallon data)	2010			2009			Amount			Percent

Key operating statistics
Payment processing revenue:
Payment processing transactions		49,118			49,297			(179	)		—
Average expenditure per payment processing transaction	$	55.80		$	40.78		$	15.02			37	%
Average price per gallon of fuel	$	2.76		$	2.00		$	0.76			38	%

Transaction processing revenue:
Transaction processing transactions		12,662			13,991			(1,329	)		(9	)%

Account servicing revenue:
Average number of vehicles serviced ^(a)		4,503			4,718			(215	)		(5	)%


^(a)		Does not include Pacific Pride vehicle information.

Payment processing revenue increased $10.4 million for the three months ended March 31, 2010, compared to the same period last year. The increase was primarily due to the increase in the average price per gallon of fuel.

- 16 -

Our finance fees have increased $1.3 million for the three months ended March 31, 2010, over the same period in the prior year. The increase in late fees is related to the increase in our accounts receivable balances.

The following table compares selected expense line items within our Fleet segment for the three months ended March 31:


					Increase
(in thousands)	2010		2009		(decrease)

Expense
Provision for credit losses	$	5,666	$	3,356		69	%
Operating interest expense	$	1,228	$	3,528		(65	)%
Salary and other personnel	$	18,877	$	17,183		10	%
Depreciation and amortization	$	5,818	$	5,171		13	%

Provision for credit losses was $5.7 million in the three months ended March 31, 2010, compared to $3.4 million for the same period last year. We generally measure our credit loss performance by calculating credit losses as a percentage of total fuel expenditures on payment processing transactions (“Fuel Expenditures”). This metric for credit losses was 21 basis points of Fuel Expenditures for the three months ended March 31, 2010, compared to 17 basis points of Fuel Expenditures for the same period last year. We use a roll rate methodology to calculate the amount necessary for our ending receivable reserve balance adequacy. This methodology takes into account total receivable balances, recent charge off and recovery experience and the dollars that are delinquent to calculate the total reserve. In addition, management undertakes a detailed evaluation of the receivable balances to refine our overall reserve adequacy. The expense we recognized in the quarter is the amount necessary to bring the reserve to its required level after charge offs and recoveries. Higher accounts receivable balances in 2010 have resulted in an increase to credit losses of approximately $1.3 million for the three months ended March 31, 2010, as compared to the same period in the prior year. The remaining difference is primarily due to lower recoveries, as compared to the same period in the prior year, on amounts previously charged off.

Operating interest expense decreased $2.3 million for the three months ended March 31, 2010, compared to the same period in 2009. Approximately $2.9 million of the decrease in operating interest expense is due to lower interest rates. For the first quarter of 2010, the average interest rate was 1.2 percent, as compared to an average interest rate of 3.9 percent for the first quarter of 2009. Offsetting this decrease was an increase in our total average operating debt balance, which consists of our deposits and borrowed federal funds, to $472 million for the first quarter of this year as compared to $427 million for the first quarter of 2009. Most of our higher rate certificates of deposits have matured which will stabilize our future rates at a relatively low level.

Salary and other personnel expenses increased $1.7 million for the three months ended March 31, 2010, as compared to the same period last year. This increase was primarily due to additional personnel in our international operations which added $1.3 million in expense over the same period in the prior year.

Depreciation and amortization expenses increased $0.6 million for the three months ended March 31, 2010, as compared to the same period in 2009. This increase is primarily due to new assets being placed into service.

- 17 -

We own fuel price derivative instruments that we purchase on a periodic basis to manage the impact of volatility in fuel prices on our cash flows. These fuel price derivative instruments do not qualify for hedge accounting. Accordingly, both realized and unrealized gains and losses on our fuel price derivative instruments affect our net income. Activity related to the changes in fair value and settlements of these instruments and the changes in average fuel prices in relation to the underlying strike price of the instruments is shown in the following table:


	Three months ended March 31,
	2010			2009

Fuel price derivatives, at fair value, beginning of period	$	6,152		$	49,294
Net change in fair value		(1,780	)		653
Cash receipts on settlement		(5,040	)		(7,124	)


Fuel price derivatives, at fair value, end of period	$	(668	)	$	42,823


Collar range:
Floor	$	3.25		$	2.58
Ceiling	$	3.31		$	2.64

Average fuel price, beginning of period	$	2.70		$	1.97
Average fuel price, end of period	$	2.81		$	2.01

Fuel prices increased during the first quarter of 2010. The fair value of the fuel price derivative instruments held at March 31, 2010, decreased from December 31, 2009. The average fuel price moved closer to the floor of the collar by $0.11 from the beginning of the quarter to the end of the quarter. In comparison, fuel prices were stable during the first quarter of 2009. The average fuel price at the end of the period moved $0.04 closer to the floor of the collar, resulting in an insignificant change in the fair value of the instruments.

We expect that our fuel price derivatives program will continue to be important to our business model going forward, and we intend to purchase derivatives in the future. Over time, we have reduced our exposure to fuel price volatility because of the fixed fee component of our pricing arrangements.

- 18 -

MasterCard

The following table reflects comparative operating results and key operating statistics within our MasterCard segment:


	Three months ended
	March 31,				Increase (decrease)
(in thousands)	2010		2009		Amount			Percent

Revenues
Payment processing revenue	$	9,051	$	6,004	$	3,047			51	%
Account servicing revenue		11		14		(3	)		(21)	%
Finance fees		103		80		23			29	%
Other		1,271		539		732			136	%


Total revenues		10,436		6,637		3,799			57	%

Total operating expenses		6,304		6,046		258			4	%


Operating income		4,132		591		3,541			599	%
Provision for income taxes		1,550		218		1,332			611	%

Net income	$	2,582	$	373	$	2,209			592	%


	Three months ended
	March 31,				Increase (decrease)
(in thousands)	2010		2009		Amount			Percent

Key operating statistics
Payment processing revenue:
MasterCard purchase volume	$	852,631	$	649,048	$	203,583			31	%

Revenues

Payment processing revenue increased due to higher MasterCard purchase volume, primarily driven by new business from our single use account product in the online travel service and insurance/warranty markets as well as increased market penetration with our corporate charge card product. The MasterCard net interchange rate for the first quarter of 2010 was up 13 basis points as compared to the first quarter of last year, primarily due to an increase in the interchange rates adopted by MasterCard in April of 2009.

Other revenue has increased $0.7 million over the same period in the prior year, primarily from increased foreign online travel service fees.

Operating Expenses

Service fees increased $1.1 million during the first quarter of 2010 as compared to the same period in the prior year primarily due to increased volume.

Credit loss was $0.6 million lower during the first quarter of 2010 as compared to the same period in the prior year primarily due to a bankruptcy that occurred during the first quarter of 2009.

Operating interest decreased $0.4 million during the first quarter of 2010 as compared to the same period in the prior year primarily due to a sharp decrease in interest rates.

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Liquidity, Capital Resources and Cash Flows

We focus on management operating cash as a key element in achieving maximum stockholder value, and it is the primary measure we use internally to monitor cash flow performance from our core operations. Since deposits and borrowed federal funds are used to finance our accounts receivable, we believe that they are a recurring and necessary use and source of cash. As such, we consider deposits and borrowed federal funds when evaluating our operating activities. For the same reason, we believe that management operating cash may also be useful to investors as one means of evaluating our performance. However, management operating cash is a non-GAAP measure and should not be considered a substitute for, or superior to, net cash provided by (used for) operating activities as presented on the consolidated statement of cash flows in accordance with GAAP.

During the first quarter of 2010, we used approximately $5.9 million in management operating cash as compared to approximately $121.8 million of management operating cash used in the first quarter of 2009. The significant usage of management operating cash during 2009 is due to the maturities of a significant amount of our certificates of deposit that we had previously issued. The rapid decline in fuel prices during the fourth quarter of 2008 led to decreasing accounts receivable balances with which maturing certificates of deposit could not keep pace.

In addition to the $5.9 million of management operating cash we used during the first quarter of 2010, we also paid down approximately $16 million on our revolving credit facility. The usage of management operating cash was primarily due to an increase in working capital requirements.

Management Operating Cash

The table below reconciles net cash provided by operating activities to change in management operating cash:


	Three months ended
	March 31,
	2010			2009

Net cash provided by operating activities	$	6,320		$	67,488
Net decrease in deposits		(17,054	)		(189,291	)
Net increase in borrowed federal funds		4,880			—

Change in management operating cash	$	(5,854	)	$	(121,803	)

Our bank subsidiary, Wright Express Financial Services Corporation (“FSC”), utilizes certificates of deposit to finance our accounts receivable. FSC issued certificates of deposit in various maturities ranging between three months and two years and with fixed interest rates ranging from 0.35 percent to 4.00 percent as of March 31, 2010. As of March 31, 2010, we had approximately $398 million of deposits outstanding. Most of our higher-rate certificates of deposits have matured and this should stabilize our future rates at a relatively low level. Certificates of deposit are subject to regulatory capital requirements.

FSC also utilizes federal funds lines of credit to supplement the financing of our accounts receivable. We have approximately $63 million in lines of credit available on our federal funds lines as of March 31, 2010.

Liquidity

We continue to have appropriate access to short-term borrowing instruments to fund our accounts receivable. Our cash balance dropped approximately $27 million as deposits decreased approximately $16 million and we paid approximately $17 million on our revolving credit facility.

We have approximately two years left on our revolving credit facility. We are currently paying a rate of LIBOR plus 45 basis points, which is better than the market rates at March 31, 2010. We had approximately $336 million available to us under this agreement as of March 31, 2010. We paid down $16 million in financing debt during the current quarter and ended the period with a balance outstanding of $112.4 million.

- 20 -

Our credit agreement contains various financial covenants requiring us to maintain certain financial ratios. In addition to the financial covenants, the credit agreement contains various customary restrictive covenants. FSC is not subject to certain of these restrictions. We have been, and expect to continue to be, in compliance with all material covenants and restrictions.

Management believes that we can adequately fund our cash needs during the next 12 months.

Off-balance Sheet Arrangements

We have no material changes to our off-balance sheet arrangements as discussed in our Annual Report on Form 10-K for the year ended December 31, 2009.

Purchase of Treasury Shares

We did not repurchase any shares of common stock during the quarter ended March 31, 2010.

Critical Accounting Policies and Estimates

We have no material changes to our critical accounting policies and estimates discussed in our Annual Report on Form 10-K for the year ended December 31, 2009.

Recently Adopted Accounting Standards

None

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We have no material changes to the disclosure on this matter made in our Annual Report on Form 10-K for the year ended December 31, 2009.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

The principal executive officer and principal financial officer of Wright Express Corporation evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this report. “Disclosure controls and procedures” are controls and other procedures of a company that are designed to ensure that information required to be disclosed by the company in the reports that it files or submits under the Securities Exchange Act of 1934, within the time periods specified in the SEC’s rules and forms, is recorded, processed, summarized and reported, and is accumulated and communicated to the company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Based on their evaluation, the principal executive officer and principal financial officer of Wright Express Corporation concluded that the Company’s disclosure controls and procedures were effective as of March 31, 2010.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the fiscal quarter ended March 31, 2010, our most recently completed fiscal quarter, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

- 21 -

PART II

Item 1. Legal Proceedings.

As of the date of this filing, we are not involved in any material legal proceedings. We also were not involved in any material legal proceedings that were terminated during the first quarter of 2010. However, from time to time, we are subject to other legal proceedings and claims in the ordinary course of business, none of which we believe are likely to have a material adverse effect on our financial position, results of operations or cash flows.

Item 1A. Risk Factors.

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2009, which could materially affect our business, financial condition or future results. The risks described in this report and in our Annual Report on Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results.

- 22 -

Item 6. Exhibits.


Exhibit No.		Description
	3.1	Certificate of Incorporation (incorporated by reference to Exhibit No. 3.1 to our Current Report on Form 8-K filed with the SEC on March 1, 2005, File No. 001-32426)

	3.2	Amended and Restated By-Laws (incorporated by reference to Exhibit No. 3.1 to our Current Report on Form 8-K filed with the SEC on November 20, 2008, File No. 001-32426)

	4.1	Rights Agreement, dated as of February 16, 2005 by and between Wright Express Corporation and Wachovia Bank, National Association (incorporated by reference to Exhibit No. 4.1 to our Current Report on Form 8-K filed with the SEC on March 1, 2005, File No. 001-32426)

*	10.1	Wright Express Corporation Amended and Restated Short Term Incentive Program**

*	10.2	Wright Express Corporation Amended and Restated Long Term Incentive Program**

*	10.3	Form of Wright Express Corporation Long Term Incentive Program 2010 Growth Grant Restricted Stock Unit Award Agreement

*	10.4	Form of Wright Express Corporation Long Term Incentive Program 2010 Growth Grant Performance-Based Restricted Stock Unit Award Agreement

*	10.5	Form of Wright Express Corporation Long Term Incentive Program 2010 Growth Grant Stock Non-Statutory Stock Option Award Agreement

*	10.6	ISDA Master Agreement between Barclays Bank PLC and Wright Express Corporation, dated as of March 10, 2010

*	10.7	ISDA Schedule to the Master Agreement between Barclays Bank PLC and Wright Express Corporation, dated as of March 10, 2010

*	10.8	Credit Support Annex to the Schedule to the ISDA Master Agreement between Barclays Bank PLC and Wright Express Corporation, dated as of March 10, 2010

*	10.9	The First Amendment, dated as of March 23, 2010, to the Schedule to the ISDA Master Agreement dated as of July 18, 2007 between Wells Fargo Bank, N.A. (formerly known as Wachovia Bank, National Association) and Wright Express Corporation

*	10.10	ISDA Master and Consolidation Agreement, dated as of March 23, 2010, to the Schedule to the Master Agreement dated as of July 18, 2007 between Wells Fargo Bank, N.A. (formerly known as Wachovia Bank, National Association) and Wright Express Corporation

*	10.11	Credit Support Annex to the Schedule to the ISDA Master Agreement, dated as of July 18, 2007, between Wachovia Bank, National Association, and Wright Express Corporation

*	10.12	Form of confirmation evidencing purchases of diesel fuel put options and call options by Wright Express Corporation from Wells Fargo Bank, NA

*	31.1	Certification of Chief Executive Officer of Wright Express Corporation pursuant to Rule 13a-14(a) promulgated under the Securities Exchange Act of 1934, as amended

*	31.2	Certification of Chief Financial Officer of Wright Express Corporation pursuant to Rule 13a-14(a) promulgated under the Securities Exchange Act of 1934, as amended

*	32.1	Certification of Chief Executive Officer of Wright Express Corporation pursuant to Rule 13a-14(b) promulgated under the Securities Exchange Act of 1934, as amended, and Section 1350 of Chapter 63 of Title 18 of the United States Code

*	32.2	Certification of Chief Financial Officer of Wright Express Corporation pursuant to Rule 13a-14(b) promulgated under the Securities Exchange Act of 1934, as amended, and Section 1350 of Chapter 63 of Title 18 of the United States Code


*		These exhibits have been filed with this Quarterly Report on Form 10-Q.

**		Portions of exhibits 10.1 and 10.2 have been omitted pursuant to a request for confidential treatment.

- 23 -

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	WRIGHT EXPRESS CORPORATION
April 30, 2010	By:	/s/ Melissa D. Smith
		Melissa D. Smith
		CFO and Executive Vice President, Finance and Operations (principal financial officer)

- 24 -

EXHIBIT INDEX


Exhibit No.		Description
	3.1	Certificate of Incorporation (incorporated by reference to Exhibit No. 3.1 to our Current Report on Form 8-K filed with the SEC on March 1, 2005, File No. 001-32426)

	3.2	Amended and Restated By-Laws (incorporated by reference to Exhibit No. 3.1 to our Current Report on Form 8-K filed with the SEC on November 20, 2008, File No. 001-32426)

	4.1	Rights Agreement, dated as of February 16, 2005 by and between Wright Express Corporation and Wachovia Bank, National Association (incorporated by reference to Exhibit No. 4.1 to our Current Report on Form 8-K filed with the SEC on March 1, 2005, File No. 001-32426)

*	10.1	Wright Express Corporation Amended and Restated Short Term Incentive Program**

*	10.2	Wright Express Corporation Amended and Restated Long Term Incentive Program**

*	10.3	Form of Wright Express Corporation Long Term Incentive Program 2010 Growth Grant Restricted Stock Unit Award Agreement

*	10.4	Form of Wright Express Corporation Long Term Incentive Program 2010 Growth Grant Performance-Based Restricted Stock Unit Award Agreement

*	10.5	Form of Wright Express Corporation Long Term Incentive Program 2010 Growth Grant Stock Non-Statutory Stock Option Award Agreement

*	10.6	ISDA Master Agreement between Barclays Bank PLC and Wright Express Corporation, dated as of March 10, 2010

*	10.7	ISDA Schedule to the Master Agreement between Barclays Bank PLC and Wright Express Corporation, dated as of March 10, 2010

*	10.8	Credit Support Annex to the Schedule to the ISDA Master Agreement between Barclays Bank PLC and Wright Express Corporation, dated as of March 10, 2010

*	10.9	The First Amendment, dated as of March 23, 2010, to the Schedule to the ISDA Master Agreement dated as of July 18, 2007 between Wells Fargo Bank, N.A. (formerly known as Wachovia Bank, National Association) and Wright Express Corporation

*	10.10	ISDA Master and Consolidation Agreement, dated as of March 23, 2010, to the Schedule to the Master Agreement dated as of July 18, 2007 between Wells Fargo Bank, N.A. (formerly known as Wachovia Bank, National Association) and Wright Express Corporation

*	10.11	Credit Support Annex to the Schedule to the ISDA Master Agreement, dated as of July 18, 2007, between Wachovia Bank, National Association, and Wright Express Corporation

*	10.12	Form of confirmation evidencing purchases of diesel fuel put options and call options by Wright Express Corporation from Wells Fargo Bank, NA

*	31.1	Certification of Chief Executive Officer of Wright Express Corporation pursuant to Rule 13a-14(a) promulgated under the Securities Exchange Act of 1934, as amended

*	31.2	Certification of Chief Financial Officer of Wright Express Corporation pursuant to Rule 13a-14(a) promulgated under the Securities Exchange Act of 1934, as amended

*	32.1	Certification of Chief Executive Officer of Wright Express Corporation pursuant to Rule 13a-14(b) promulgated under the Securities Exchange Act of 1934, as amended, and Section 1350 of Chapter 63 of Title 18 of the United States Code

*	32.2	Certification of Chief Financial Officer of Wright Express Corporation pursuant to Rule 13a-14(b) promulgated under the Securities Exchange Act of 1934, as amended, and Section 1350 of Chapter 63 of Title 18 of the United States Code


*		These exhibits have been filed with this Quarterly Report on Form 10-Q.

**		Portions of exhibits 10.1 and 10.2 have been omitted pursuant to a request for confidential treatment.

- 25 -

Exhibit 10.1

[NOTE: CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS.]

AMENDED AND RESTATED

WRIGHT EXPRESS CORPORATION
SHORT-TERM INCENTIVE PROGRAM

ARTICLE 1- PURPOSE OF PROGRAM

Wright Express Corporation has adopted this Short-Term Incentive Program (“STIP”) to attract and retain high-performing employees; to provide incentives for eligible employees to achieve specified company, department and/or individual performance goals; and to reward such employees for the achievement of specified goals on an annual basis. The Short-Term Incentive Program is intended to qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code.

ARTICLE 2- DEFINITIONS

Wherever used in this document, the following terms have the meanings set forth below.

2.1 Appendix means an Appendix to this Program document containing targets, payment metrics, and other terms of the Program (or modifications thereof) applicable to a specific Plan Year, First Half-Year Period, or Second Half-Year Period. The Appendices shall be considered part of the Program document.

2.2 Company means Wright Express Corporation or any legal entity that is controlled by, under common control with, or that controls Wright Express Corporation.

2.3 Eligible Earnings means total gross pay for the applicable Plan Year, First Half-Year Period, or Second Half-Year Period (or the portion thereof during which the Participant is actively employed and eligible to participate in the STIP), including, salary or wages classified by the Company as regular; paid time off (PTO), whether planned or unplanned; holiday; bereavement; jury duty; retroactive pay; overtime pay; shift differential; language differential; and excluding, salary or wages classified by the Company as disability pay, commission/incentive pay, and bonuses. Under no circumstances shall the same earnings be applicable for a Plan Year and either a First Half-Year Period or a second Half-Year Period covered by the Plan or included from a period in which the employee was not a Participant in accordance with section 2.6.

2.4 Effective Date means January 1, 2010.

2.5 MBO means management by objectives — Key Business Drivers.

2.6 Participant means an eligible employee who participates in the Program for a Plan Year,

Page 1 of 10

[NOTE: CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS.]

First Half-Year Period or Second Half-Year Period in accordance with Article 3.

2.7 Plan Year means the fiscal year of the Company; as of the Effective Date, the Plan Year is the calendar year.

2.8 First Half-Year Period means the six-month period beginning on January 1 ^st and ending on June 30 ^th of the Plan Year.

2.9 Second Half-Year Period means the six-month period beginning on July 1 ^st and ending on December 31 ^st of the Plan Year.

2.10 Program means this Wright Express Corporation Short-Term Incentive Program, as amended from time to time, including the provisions of any Appendix, which are incorporated herein.

ARTICLE 3- PARTICIPATION

3.1 Eligible Employees

Each full-time regular or part-time regular employee of the Company who meets the following requirements shall be a Participant for a Plan Year:

(a) The employee is not eligible for payout under a subsidiary bonus program, a commission plan, or a high performance pay plan of the Company; and

(b) The employee commences employment on or before November 1 of the applicable year; and

(c) The employee is generally considered a manager, director, vice president, senior vice president, executive vice president, or chief executive officer within the Company’s human resources information system; and

(d) Except as provided in Section 3.2, the employee is actively employed on the bonus payment date for the applicable year.

Each full-time or part time regular employee of the Company who meets the following requirements shall be a Participant for a First Half-Year Period:

(a) The employee is not eligible for payout under a subsidiary bonus program, a commission plan, or a high performance pay plan of the Company; and

(b) Except as provided in Section 3.2, the employee is actively employed on the bonus payment date for the applicable half year; and

Page 2 of 10

[NOTE: CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS.]

(c) The employee is generally categorized as an individual contributor or a team leader within the Company’s human resources information system; and

(d) The employee commences employment on or before May 1 of the Plan Year.

Each full-time or part time regular employee of the Company who meets the following requirements shall be a Participant for a Second Half-Year Period:

(e) The employee is not eligible for payout under a subsidiary bonus program, a commission plan, or a high performance pay plan of the Company; and

(f) Except as provided in Section 3.2, the employee is actively employed on the bonus payment date for the applicable half year; and

(g) The employee is generally categorized as an individual contributor or a team leader within the Company’s human resources information system; and

(h) The employee commences employment on or before November 1 of the Plan Year.

3.2 Special Rules

(a) A Participant who dies or becomes totally disabled during a Plan Year, First Half-Year Period, or Second Half-Year Period (as determined under the Company’s Long-Term Disability program) may receive a pro-rated bonus at target for the applicable year or half-year based on his or her Eligible Earnings during the period of the Participant’s active employment. Any bonus payable to a deceased Participant shall be paid to his or her personal representative.

(b) A Participant who is not actively employed on the bonus payment date for a Plan Year, First Half-Year Period, or Second Half-Year Period due to an approved leave of absence may receive a bonus for the applicable year or half-year based on his or her Eligible Earnings during the period of the Participant’s active employment upon his or her return to active employment by the Company.

(c) A Participant who shall be the subject of a Performance Improvement Plan and continues to be the subject of a Performance Improvement Plan at the time payments are made under Section 5.1 of the Program shall not be eligible to receive a payment until he or she has successfully met the requirements of the Performance Improvement Plan.

Page 3 of 10

[NOTE: CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS.]

ARTICLE 4- INCENTIVES

The Corporate and Executive Officer MBOs for each Plan Year shall be approved by the Compensation Committee of the Company’s Board of Directors, or its delegate.

An Individual Effectiveness Factor (“IEF”) shall be assigned to an employee classified as an “associate” based on criteria established by the Company. The IEF for each associate shall be initially established at 1.00. An associate’s IEF for a Plan Year or Second Half-Year Period may be adjusted down, but not below 0.75, or up, but not above 1.25, by action of his or her supervisor with the approval of his or her division Senior Vice President, or Executive Vice President as applicable, and the Company’s Chairman and Chief Executive Officer. However, the foregoing adjustments (in the aggregate) must not increase the total amount payable under the Program for the given year or half-year. In this regard, neither the CEO nor any other executive officer is to be considered as an “associate.”

The performance measures applicable to a Plan Year, First Half-Year Period, or Second Half-Year Period shall be set out in the Appendix.

ARTICLE 5- PAYMENTS

5.1 Time and Form

Bonuses shall be calculated and paid in a single payment for the applicable year or half-year, by no later than March 15 of the following year.

5.2 Position Changes

“Position changes” include promotions, demotions, and transfers between positions and/or departments. All calculations shall be made based on each Participant’s applicable Eligible Earnings and the Participant’s position and STIP percentage at the end of the applicable performance period. If a position change results in a Participant moving from eligibility for Full-Year participation to eligibility for Half-Year participation after the First Half-Year has been measured and paid out, the Eligible Earnings for the entire year will be utilized in calculating the Participant’s Second Half-Year payout.

5.3 Taxes

All federal, state or local taxes that the Program Administrator determines are required to be withheld from any payments made under the Program shall be withheld.

ARTICLE 6- ADMINISTRATION

6.1 Program Administrator

The Program shall be administered by the Compensation Committee of the Company’s Board of

Page 4 of 10

[NOTE: CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS.]

Directors, which may delegate administrative responsibility in whole or in part to the Chairman and Chief Executive Officer and/or the Senior Vice President, Human Resources (“Administrators”), subject to any requirements for review and approval that may be established by the Compensation Committee. In all areas not specifically reserved for such review and approval, the decisions of the applicable Administrator shall be binding on the Company and each eligible employee under Article 3. Notwithstanding the foregoing, the Compensation Committee may not modify MBOs or other performance criteria during a Plan Year so as to increase the payment to a Section 162(m) Participant (as defined below) or exercise its discretion to increase the amount of incentive pay that would otherwise be due a Section 162(m) Participant upon attainment of a performance goal.

6.2 Claims

Claims regarding payments under the Program shall be directed to a Participant’s direct supervisor and/or the Company’s Compensation Department. Any claim regarding the amount of any bonus payment hereunder shall be made within 30 days of the date of such payment, or shall be forfeited.

ARTICLE 7- AMENDMENT AND TERMINATION

The Company reserves the right to terminate, amend, modify and/or restate this Program, in whole or in part, at will at any time, with or without advance notice.

ARTICLE 8- MISCELLANEOUS

8.1 Payment Adjustments and Special Circumstances

The Compensation Committee shall have the authority to adjust payments under the Program (upward or downward) at its discretion. Subject to the approval of the Compensation Committee, the Chairman and Chief Executive Officer and the Senior Vice President, Human Resources, acting together, shall have the power to adjust payments under the Program (upward or downward) as and to the extent appropriate to achieve the stated goals and purposes of the Program and may approve exceptions to the Program under special circumstances, to avoid undue hardship with respect to a Participant. Notwithstanding the foregoing, neither the Compensation Committee, the Chairman and CEO, the Senior Vice President, Human Resources, nor any other person may increase or accelerate the payment due to any Section 162(m) Participant with respect to any Plan Year. The term “Section 162(m) Participant” shall mean the Chairman and CEO and each of the four highest paid officers of the Company (other than the President and CEO) on the last day of the taxable year, for purposes of the executive compensation disclosure rules under the Securities Exchange Act of 1934.

Page 5 of 10

[NOTE: CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS.]

8.2 Information

The Program Administrators shall be responsible for ensuring effective communication of the Program to eligible employees. Copies of the Program shall be available to all Participants. All modifications and changes to the Program shall be appropriately documented and communicated to Participants.

8.3 No Guarantee of Payment

The Company does not guarantee payment of any bonus amounts hereunder, except to the extent that payment is required by applicable law.

8.4 Limitation of Employees’ Rights

Nothing contained in the Program shall confer upon any person a right to be employed or to continue in the employ of the Employer, or interfere in any way with the right of the Employer to terminate the employment of a Participant at any time, with or without cause.

IN WITNESS WHEREOF, Wright Express Corporation has caused this document to be executed by its duly authorized officer this 29 ^th day of March, 2010.


WRIGHT EXPRESS CORPORATION
By:		/s/ Robert C. Cornett
		Robert C. Cornett
		Its: Senior Vice President, Human Resources

Date: 3/29/2010

Page 6 of 10

[NOTE: CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS.]

APPENDIX I
2010 STIP FACTORS

STIP Weightings for Plan Year Calculations and Payout


				PPG ¹
				Adjusted
	Adjusted Net Income			Revenue ²			MBOs
CEO; CFO, EVP of Fin & Ops; SVP, Human Resources; SVP, Client Services; EVP, Sales & Marketing; SVP, Corp Payment Sol; SVP, Corp Development		50	%		20	%		30	%
SVP, IT & CIO		50	%		30	%		20	%
Vice Presidents (Non-Sales)		50	%		20	%		30	%
Vice Presidents (Sales)		20	%		40	%		40	%
Directors and Managers		50	%		20	%		30	%
Team Leaders and Associates		80	%		20	%


¹		PPG: Price Per Gallon

²		PPG Adjusted Revenue is reported 2010 Revenue adjusted for the difference between reported 2010 PPG and Board-approved budgeted 2010 PPG of $2.80.

Payout Levels

In 2010, the Company must achieve at least threshold results for Adjusted Net Income in order to pay out any portion of the Short Term Incentive Program.


Performance Results		Payout %
Threshold		25%
Threshold/Target		50%
Target		100%
Target/Max		150%
Max or above		200%

Note: Payouts for all MBOs will be according to the above chart and will be interpolated between the performance results levels whenever possible. If an MBO cannot be interpolated due to the metrics used, payout level for that MBO will be at the highest performance result level fully achieved.

Page 7 of 10

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SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS.]

APPENDIX II

MBOs

When establishing the performance goals for non-corporate MBOs, Threshold goals are generally set at 90% probability of achievement, Target goals are generally set at 75% probability of achievement, and Maximum goals are generally set at 25% probability of achievement.

Corporate MBOs:


	Threshold
Performance Goal	Performance	Target Performance	Maximum Performance
Adjusted Net Income Full-Year ¹	$ [**]	$ [**]	$ [**]
PPG Adjusted Revenue Full-Year ²	$[**]	$[**]	$[**]
Adjusted Net Income First Half-Year ³	$[**]	$[**]	N/A
PPG Adjusted Revenue First Half-Year ⁴	$[**]	$[**]	N/A
Adjusted Net Income Second Half-Year ³	Set by 8/31/10	Set by 8/31/10	Set by 8/31/10
PPG Adjusted Revenue Second Half-Year ⁵	Set by 8/31/10	Set by 8/31/10	Set by 8/31/10


¹		Adjusted Net Income Full Year means Adjusted Net Income as reported in the Corporation’s Form 8-K filing reporting the Corporation’s results for 2010 and may be adjusted to exclude the following items (if any): losses from discontinued operations, the cumulative effects of changes in Generally Accepted Accounting Principles, any one-time charge or dilution resulting from any acquisition or divestiture, the effect of changes to our effective federal or state tax rates, extraordinary items of loss or expense, and any other unusual or nonrecurring items of loss or expense, including restructuring charges. The Compensation Committee may exercise discretion to include all or part of an item of loss or expense.

²		PPG Adjusted Revenue is reported 2010 Revenue adjusted for the difference between reported 2010 PPG and Board-approved budgeted 2010 PPG

³		Adjusted Net Income First Half-Year means Adjusted Net Income as reported in the Corporation’s Form 8-K filing reporting the Corporation’s results for the 1 ^st and 2 ^nd Quarters of 2010 Income Second Half-Year means Adjusted Net Income as reported in the Corporation’s Form 8-K filing reporting the Corporation’s results for the 3 ^rd and 4 ^th Quarters of 2010 either, or both, may be adjusted to exclude the following items (if any): losses from discontinued operations, the cumulative effects of changes in Generally Accepted Accounting Principles, any one-time charge or dilution resulting from any acquisition or divestiture, the effect of changes to our effective federal or state tax rates, extraordinary items of loss or expense, and any other unusual or nonrecurring items of loss or expense, including restructuring charges. The Compensation Committee may exercise discretion to include all or part of an item of loss or expense.

⁴		PPG Adjusted Revenue First Half-Year Period is reported 2010 Revenue adjusted for the difference between reported 2010 PPG and Board-approved budgeted 2010 PPG for the 1 ^st and 2 ^nd Quarters of 2010.

⁵		PPG Adjusted Revenue Second Half-Year Period is reported 2010 Revenue adjusted for the difference between reported 2010 PPG and Board-approved budgeted 2010 PPG for the 3 ^rd and 4 ^th Quarters of 2010.

Page 8 of 10

[NOTE: CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS.]

Executive Officer Strategic MBOs: CEO, EVPs, and SVPs have the following strategic MBOs for 2010:


2010 Executive MBOs
Executive	ANI			PPG Adjusted Revenue			MBO Weight			MBO		Threshold		Target		Max


								10	%		[**]		[**]		[**]		[**]
Dubyak Smith Cornett		50	%		20	%		10	%		[**]		[**]		[**]		[**]
Rapkin Morin Maxsimic								10	%		[**]	$	[**]	$	[**]	$	[**]

								10	%		[**]		[**]		[**]		[**]

Stecklair		50	%		20	%		10	%		[**]		[**]		[**]		[**]

								10	%		[**]	$	[**]	$	[**]	$	[**]

Hogan		50	%		30	%		20	%		[**]		[**]		[**]		[**]


Strzegowski		50	%		20	%		15	%		[**]		[**]		[**]		[**]

								15	%		[**]		[**]		[**]		[**]

Vice President MBOs: Each Vice President generally has 1-2 MBOs, which may include a targeted strategic or operational MBO.

Manager MBOs: Each Manager or Director generally has 1-2 MBOs. Manager MBOs will generally mirror the MBOs assigned to their VP, however, in some cases managers may be assigned a targeted strategic or operational MBO.

STIP Weightings for First Half-Year Period Calculations and Payout

Page 9 of 10

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SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS.]


	Adj. Net Income	PPG Adj. Revenue
Associates and Team Leaders	80%	20%

Payout Levels for First Half-Year Period

In 2010, the Company must achieve at least threshold results for First Half-Year Period Adjusted Net Income in order to pay out any portion of the First Half-Year Period of the Short Term Incentive Program.


Performance Results		Payout %
Threshold		25%
Threshold/Target		50%
Target		100%
Target/Max		100%
Max or above		100%

Note: Payout levels of the corporate metric payout levels will be incrementalized.

Payout Levels for Second Half-Year Period

In 2010, the Company must achieve at least threshold results for Second Half-Year Period Adjusted Net Income in order to pay out any portion of the Second Half-Year period Short Term Incentive Program.


Performance Results		Payout %
Threshold		25%
Threshold/Target		50%
Target		100%
Target/Max		150%
Max or above		200%

Note: Payout levels of the corporate metric payout levels will be incrementalized.

Special Provision for Payout of First Half-Year Periods where Actual Performance Exceeds Target

In the case of a First Half-Year Period where the actual performance exceeds Target, payout will be capped at Target. The Chairman, President, and Chief Executive Officer may exercise discretion to modify First Half-Year Period and Second Half-Year Period payouts based on Company performance or other factors.

Page 10 of 10

Exhibit 10.2

[NOTE: CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS.]

Wright Express Corporation

2010 Growth Grant Long Term Incentive Program

Award Date:

March 3, 2010

Unit Allocation Ratio:


Wright Express
Job Category	NQSOs	PSUs	RSUs
CEO ⁽¹⁾	50%	50%	0%
Officers	0%	60%	40%
Non-Officers	0%	50%	50%


⁽¹⁾		For the CEO, the actual units approved by the committee were determined based on a specific target value which was split evenly between options and PSUs. The number of shares in the Option were determined based on a Black-Scholes valuation on February 17, 2010. The Black-Scholes valuation used the same stock price assumption as the PSUs and RSUs and results in the actual number of shares in the option being greater than the number of PSU shares.

NQSO = Non-Qualified Stock Option

RSU = Restricted Stock Unit

PSU = Performance-Based Restricted Stock Unit

Vesting Schedule:

Stock Options and Restricted Stock Units

•

The Non-Qualified Stock Options (NQSOs) and Restricted Stock Units (RSUs) vest at a rate of one third each year over a 3 year period beginning on the first anniversary of award date. Each tranche of NQSOs also includes an additional two-year holding period from the date of vesting. During this holding period, NQSOs can be exercised but shares acquired on such exercise may not be sold with the exception of those shares which may be sold to cover the exercise price and tax withholding applicable to such exercise.

Performance Based Restricted Stock Units — Interim Milestone

•

The Performance Based Restricted Stock Units (PSUs) for persons who were not Section 16 officers of the Company on the date of grant of the Award shall vest according to the following vesting schedule based on performance.


2010 PSU - Non Executive Interim Milestone Metric
Metric	Threshold	Target	Maximum
PPG Adjusted Total Revenue — Six quarters beginning 01/01/2010 through 06/30/2011.	n/a	$[**]	n/a

[NOTE: CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS.]

•

If the Interim Milestone goal is achieved, 30% of non-executive PSUs will vest at target on August 15, 2011 provided that the Grantee remains employed by the Company on such date.

•

If the Interim Milestone goal is not achieved, then the PSUs will remain in the pool to vest upon the achievement of the final 2010 Full Grant Metrics as defined below.

•

Persons who were Section 16 officers of the Company on the date of grant of the Award are not eligible for Interim Milestone vesting.

Performance Based Restricted Stock Units — Section 16 Hurdle

•

Return on Invested Capital (“ROIC”) must be [**]% or higher for any PSUs granted to a person who was a Section 16 officer on the date of grant of the Award to vest regardless of Revenue and ANI performance goal achievement. If ROIC is less than [**]% no PSUs held by persons who were Section 16 officers on the date of grant of this Award will vest.

•

ROIC is calculated as average Operating Income adjusted for realized gains or losses on hedges and tax affected for the period beginning January 1, 2010 and ending December 2012 divided by average Invested Capital for the same period. Invested Capital is defined as Total Assets less the following: Cash, Cash Equivalents, asset or liability for Derivative Instruments, Accounts Payable, Accrued Expenses, Income Taxes Payable, Operating Debt, Net Deferred Tax Asset or Liability, and other non-interest bearing liabilities.

•

In determining the final payout versus performance, the Compensation Committee may exercise discretion to include all or part of an item of loss or expense including one time and financing charges related to key strategic acquisitions or alliances.

Performance-Based Restricted Stock Unit Metrics — Full Grant Metric:

The number of PSUs vesting under the 2010 Growth Grant is based on Company performance versus the following goals:


2010 Growth Grant PSU Performance Goals ⁽¹⁾
Weight	Metrics ⁽²⁾	Threshold	Target	Maximum
60%	2012 PPG Adjusted Revenue	$[**]	$[**]	$[**]
40%	2012 Reported Adjusted Net Income (ANI) ⁽³⁾	$[**]	$[**]	$[**]


2010 Growth Grant PSU Conversion Levels
Company Performance		Shares Granted as a Percent of PSU Target Award ⁽²⁾
Below Threshold		0%
Threshold		50%
Target		100%
Maximum		200%
Above Maximum		200%

[NOTE: CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS.]


⁽¹⁾		Threshold performance must be achieved for both Reported Adjusted Income and PPG Adjusted Revenue for any PSUs to vest

⁽²⁾		Shares granted are ratable between Threshold, Target, and Maximum based on actual performance

⁽³⁾		Adjusted Net Income means Adjusted Net Income as reported in the Corporation’s Form 10-K filing reporting the Corporation’s results for the full year 2012 and may be adjusted to exclude the following items (if any): losses from discontinued operations, the cumulative effects of changes in Generally Accepted Accounting Principles, any one-time charge or dilution resulting from any acquisition or divestiture, the effect of changes to our effective federal or state tax rates, extraordinary items of loss or expense, and any other unusual or nonrecurring items of loss or expense, including restructuring charges. In determining the final payout versus performance, the Compensation Committee may exercise discretion to include all or part of an item of loss or expense including one time and financing charges related to key strategic acquisitions or alliances.

In the event of an Interim Milestone vesting of PSUs, the actual number of PSUs vesting under the 2010 Growth Grant will be calculated as total PSUs scheduled to vest based on the 2010 Growth Grant PSU Conversion Levels chart above minus any units previously vested under the Interim Milestone.

Performance-Based Stock Unit Examples:

Award Received:

	•		Total Number of Units Awarded: 1,000

	•		Ratio of PSUs in Award: 60%

	•		Award Date: March 3, 2010

	•		Total Number of PSUs in award: 600 (60% of 1,000 units)

Scenario 1: Performance Based Restricted Stock Units vesting with Interim Milestone vesting

	•		Interim Milestone — PPG Adjusted Total Revenue — Six quarters beginning 01/01/2010 through 06/30/2011 performance equaled $[**] (Target)

	•		2012 PPG Adjusted Revenue is $[**] (100% payout)

	•		2012 ANI is $[**] (50% payout)

Calculation:

(600 PSUs) multiplied by (60% PPG Adjusted Revenue weight) multiplied by (100% payout)
Plus
(600 PSUs) multiplied by (40% ANI weight) multiplied by (50% payout)
Equals
480 PSUs

Vesting Schedule:

•

Interim/First vesting event : August 15, 2011

•

PSUs vesting: 180 (30% of the 600 PSUs granted capped at target)

•

Second vesting event: March 3, 2013

•

PSUs vesting: 300 (480 PSUs based on 2012 performance goals minus 180 PSUs previously vested under Interim Milestone)

Scenario 2: Performance-Based Restricted Stock Units vesting with no Interim Milestone vesting

[NOTE: CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS.]

	•		Interim Milestone — PPG Adjusted Total Revenue — Six quarters beginning 01/01/2010 through 06/30/2011 performance equaled $[**] (Miss)

	•		2012 PPG Adjusted Revenue is $[**] (100% payout)

	•		2012 ANI is $[**] (50% payout)

Calculation:

(600 PSUs) multiplied by (60% PPG Adjusted Revenue weight) multiplied by (100% payout)
Plus
(600 PSUs) multiplied by (40% ANI weight) multiplied by (50% payout)
Equals
480 PSUs

Vesting Schedule:

•

Vesting event: March 3, 2013

•

PSUs vesting: 480 ( 480 PSUs of the 600 PSUs for a 100% PPG Adjusted Revenue payout level and 50% Reported ANI Payout level)

Restricted Stock Unit Example:

	•		Total Number of Units Awarded: 1,000

	•		Ratio of PSUs in Award: 40%

	•		Award Date: March 3, 2010

	•		Total Number of RSUs in award: 400 (40% of 1,000 units)

Vesting Schedule:

•

First vesting event: March 3, 2011

•

RSUs vesting: 133 (one third of total RSUs granted)

•

Second vesting event: March 3, 2012

•

RSUs vesting: 133 (one third of total RSUs granted)

•

Third vesting event: March 3, 2013

•

RSUs vesting: 134 (one third of total RSUs granted)

Option Exercise Price:

The exercise price is the closing price of Wright Express stock on the award date.

Option Life:

All Options in this award will expire no later than 8 years after the award date.

Option Holding Requirement:

[NOTE: CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS.]

Option Grantees are prohibited from selling the shares acquired on exercise of the option until after the second anniversary of vesting for each tranche with the exception of sales of shares to cover the exercise price and tax withholding applicable to such exercise.

Exhibit 10.3

Form of Wright Express Corporation Long Term Incentive Program 2010 Growth Grant Restricted Stock Unit Award Agreement

Wright Express Corporation

Memorandum


TO:		[Name of Grantee] (the “Grantee”)

FROM:		Michael E. Dubyak, Chairman & CEO

SUBJECT:		2010 Growth Grant — Restricted Stock Unit Agreement

DATE:		March 3, 2010

You have been granted, under the 2010 Growth Grant Long Term Incentive Program document attached as Exhibit B (“LTIP”), an award of Restricted Stock Units (“RSUs”) under the terms of the Wright Express Corporation 2005 Equity and Incentive Plan (the “Plan”) and LTIP, which is established pursuant to the Plan (the RSUs are collectively referred to as the “Award”). Attached to this Memorandum is an Agreement which, along with the Plan document and LTIP, governs your Award. You will be receiving separately a copy of the Prospectus for the Plan. The Prospectus contains important information regarding the Plan, including information regarding restrictions on your rights with respect to the RSUs granted to you. You should read the Prospectus carefully .

An Award of RSUs does not give you rights as a shareholder of the Company and you may not transfer or assign any rights in your RSUs. Please note that as your Award vests, the Company will withhold from the number of shares that would otherwise be delivered to you a number of shares of company stock having a value equal to your tax withholding obligations (similar to payroll withholding requirements).

Finally, by accepting this Award you are agreeing to abide by the terms of the Plan, LTIP, and the attached Agreement. To accept this Award, you must agree to the terms set forth in this Agreement by signing and dating the Memorandum and returning it to Tabitha Hilton in the Human Resources Office in South Portland, Maine by April 15, 2010.


*Date of Grant:*		March 3, 2010

*Number of RSUs:*		[Number of RSUs]

*Vesting Period:*		3 years (1/3 per year for 3 years)

Form of Wright Express Corporation Long Term Incentive Program 2010 Growth Grant Restricted Stock Unit Award Agreement

USE THE SPACE BELOW TO ACCEPT THIS 2010 GROWTH GRANT:

I have read and agree to the terms set forth in the 2010 Growth Grant Agreement. I accept the Award of RSUs described in this Memorandum:



Signature of Grantee				Date

<<Name>> (the “Grantee”)

Form of Wright Express Corporation Long Term Incentive Program 2010 Growth Grant Restricted Stock Unit Award Agreement

WRIGHT EXPRESS CORPORATION
LONG TERM INCENTIVE PROGRAM
2010 GROWTH GRANT

RESTRICTED STOCK UNIT AWARD AGREEMENT

THIS AWARD AGREEMENT (“Agreement”), dated as of March 3, 2010, is entered into by and between WRIGHT EXPRESS CORPORATION, a Delaware corporation (the “Company”), and the Grantee named on the attached Memorandum, dated March 3, 2010 (the “Memorandum”) pursuant to the terms and conditions of the Wright Express Corporation 2005 Equity and Incentive Plan (the “Plan”) and the Wright Express Corporation 2010 Growth Grant Long Term Incentive Program (the “LTIP”) established thereunder.

WHEREAS, the Company has the authority under and pursuant to the Plan to grant awards to eligible employees of the Company and its subsidiaries; and

WHEREAS, the Company desires to grant the Award to the Grantee subject to the terms and conditions of the Plan, LTIP, and this Agreement.

In consideration of the provisions contained in this Agreement, the Company and the Grantee agree as follows:

1. The Plan. The Award granted to the Grantee hereunder is made pursuant to the Plan and LTIP. A copy of the prospectus for the Plan has been provided to the Grantee and the applicable terms of such Plan and LTIP are hereby incorporated herein by reference. Terms used in this Agreement which are not defined in this Agreement shall have the meanings used or defined in the Plan.

2. Award. Concurrently with the execution of this Agreement, and subject to the terms and conditions set forth in the Plan, LTIP, and this Agreement, the Company hereby grants the number of Restricted Stock Units indicated in the Memorandum to the Grantee. Each Restricted Stock Unit entitles the Grantee to one share of Company Stock, subject to the continued employment, upon vesting.

3. Vesting of Units.

(a) Upon the vesting of the Award, as described in this Section, the Company shall deliver for each Restricted Stock Unit that becomes vested, one (1) share of Company Stock; provided , however , that the Company shall withhold from the Grantee at the time of delivery of the Company Stock the amount that the Company determines necessary to pay applicable withholding taxes as and to the extent provided in Paragraph 8 below. The Company Stock shall be delivered as soon as practicable following each vesting date or event set forth below, but in any case within 30 days after such date or event.

Form of Wright Express Corporation Long Term Incentive Program 2010 Growth Grant Restricted Stock Unit Award Agreement

(b) Subject to Paragraphs 3(c), (d) and (e) and Paragraph 4, 1/3 of the Restricted Stock Units shall become vested and payable to the Grantee on the first anniversary of the Grant Date, March 3, 2011, 1/3 of the Restricted Stock Units shall become vested and payable to the Grantee on the second anniversary of the Grant Date, March 3, 2012, and 1/3 of the Restricted Stock Units shall become vested and payable to the Grantee on the third anniversary of the Grant Date, March 3, 2013, in each case so long as the Grantee remains employed with the Company through each such vesting date.

(c) Notwithstanding Paragraph 3(b), upon the Grantee’s death, the Award shall become immediately and fully vested, subject to any terms and conditions set forth in the Plan or imposed by the Compensation Committee of the Board of Directors (the “Committee”).

(d) Notwithstanding Paragraph 3(b), upon a “Change in Control” of the Company, if the surviving entity does not agree to assume the obligations set forth in the Agreement, then the Award shall become immediately and fully vested, subject to any terms and conditions set forth in the Plan or imposed by the Committee. “Change in Control” shall have the meaning set forth in the Plan.

(e) Notwithstanding anything to the contrary in this Agreement, to the extent that the Grantee becomes entitled to receive any shares of Company Stock pursuant to the vesting of the 2010 Special Grant Long Term Incentive Plan Award Agreement dated October 15, 2007 (such shares, the “Special Grant Shares”), then the number of Restricted Stock Units that could vest pursuant to this Award shall be reduced by [40% / 50%] of the number of the Special Grant Shares and the remaining number of Restricted Stock Units subject to this Award shall vest proportionately over the vesting period set forth in Paragraph 3(b) above, or as provided in Sections 3(c) or (d).

4. Termination of Employment. Notwithstanding any other provision of the Plan to the contrary, upon the termination of the Grantee’s employment with the Company and its subsidiaries for any reason whatsoever (other than death), the Award, to the extent not yet vested, shall immediately and automatically terminate; provided , however , that the Committee may, in its sole and absolute discretion agree to accelerate the vesting of the Award, upon termination of employment or otherwise, for any reason or no reason, but shall have no obligation to do so.

For purposes of the Plan and the Award, a termination of employment shall be deemed to have occurred on the date upon which the Grantee ceases to perform active employment duties for the Company following the provision of any notification of termination or resignation from employment, and without regard to any period of notice of termination of employment (whether expressed or implied) or any period of severance or salary continuation. Notwithstanding any other provision of the Plan, the Award, this Agreement or any other agreement (written or oral) to the contrary, the Grantee shall not be entitled (and by accepting an Award, thereby irrevocably waives any such entitlement) to any payment or other benefit to compensate the Grantee for the loss of any rights under the Plan as a result of the termination or expiration of an Award in connection with any termination of employment. No amounts earned pursuant to the Plan or any

Form of Wright Express Corporation Long Term Incentive Program 2010 Growth Grant Restricted Stock Unit Award Agreement

Award shall be deemed to be eligible compensation in respect of any other plan of the Company or any of its subsidiaries.

5. No Assignment. Except as expressly permitted under the Plan, this Agreement may not be assigned by the Grantee by operation of law or otherwise.

Form of Wright Express Corporation Long Term Incentive Program 2010 Growth Grant Restricted Stock Unit Award Agreement

6. No Rights to Continued Employment. Neither this Agreement nor the Award shall be construed as giving the Grantee any right to continue in the employ of the Company or any of its subsidiaries, or shall interfere in any way with the right of the Company to terminate such employment.

7. Governing Law. This Agreement and the legal relations between the parties shall be governed by and construed in accordance with the internal laws of the State of Delaware, without effect to the conflicts of laws principles thereof.

8. Tax Obligations. As a condition to the granting of the Award and the vesting thereof, the Grantee acknowledges and agrees that he/she is responsible for the payment of income and employment taxes (and any other taxes required to be withheld) payable in connection with the vesting of an Award. Accordingly, the Grantee agrees to remit to the Company or any applicable subsidiary an amount sufficient to pay such taxes. Such payment shall be made to the Company or the applicable subsidiary of the Company in a form that is reasonably acceptable to the Company, as the Company may determine in its sole discretion. Notwithstanding the foregoing, the Company may retain and withhold from delivery at the time of vesting that number of shares of Company Stock having a fair market value equal to the taxes owed by the Grantee, which retained shares shall fund the payment of such taxes by the Company on behalf of the Grantee.

9. Notices. Any notice required or permitted under this Agreement shall be deemed given when delivered personally, or when deposited in a United States Post Office, postage prepaid, addressed, as appropriate, to the Grantee at the last address specified in the Grantee’s employment records (or such other address as the Grantee may designate in writing to the Company), or to the Company, 97 Darling Avenue, South Portland, ME 04106, Attention: General Counsel, or such other address as the Company may designate in writing to the Grantee.

10. Failure to Enforce Not a Waiver. The failure of the Company to enforce at any time any provision of this Agreement shall in no way be construed to be a waiver of such provision or of any other provision hereof.

11. Amendments. This Agreement may be amended or modified at any time by an instrument in writing signed by the parties hereto.

12. Authority. The Committee has complete authority and discretion to determine Awards, and to interpret and construe the terms of the Plan and this Agreement. The determination of the Committee as to any matter relating to the interpretation or construction of the Plan or this Agreement shall be final, binding and conclusive on all parties.

13. Rights as a Stockholder. The Grantee shall have no rights as a stockholder of the Company with respect to any shares of common stock of the Company underlying or relating to any Award until the issuance of a stock certificate to the Grantee in respect of such Award.

Form of Wright Express Corporation Long Term Incentive Program 2010 Growth Grant Restricted Stock Unit Award Agreement

IN WITNESS WHEREOF, this Agreement is effective as of the date first above written.


	WRIGHT EXPRESS CORPORATION


	By: Michael E. Dubyak Its: Chairman and Chief Executive Officer

Exhibit 10.4

Form of Wright Express Corporation Long Term Incentive Program 2010 Growth Grant Performance-Based Restricted Stock Unit Award Agreement

Wright Express Corporation

Memorandum


TO:		[Name of Grantee]

FROM:		Michael E. Dubyak, Chairman & CEO

SUBJECT:		2010 Growth Grant – Performance-Based Restricted Stock Unit Agreement

DATE:		March 2, 2010

You have been granted, based on the attainment of performance goals in 2012, an award of Performance-Based Restricted Stock Units (“PSUs”) under the terms of the Wright Express Corporation 2005 Equity and Incentive Plan (the “Plan”) and the 2010 Growth Grant Long Term Incentive Program (“LTIP”), which is established pursuant to the Plan (the PSUs are collectively referred to as the “Award”). Attached to this Memorandum is an Agreement which, along with the Plan document and LTIP, governs your Award. You will be receiving separately a copy of the Prospectus for the Plan. The Prospectus contains important information regarding the Plan, including information regarding restrictions on your rights with respect to the PSUs granted to you. You should read the Prospectus carefully .

An Award of PSUs does not give you rights as a shareholder of the Company and you may not transfer or assign any rights in your PSUs. Please note that as your Award vests, the Company will withhold from the number of shares that would otherwise be delivered to you a number of shares of company stock having a value equal to your tax withholding obligations (similar to payroll withholding requirements).


*Date of Grant:*		March 3, 2010
**Number of PSUs:***		[Number of PSUs]
*Vesting Period:*		- Interim Milestone – August 15, 2011
		- 2012 Performance – March 3, 2013


*		The above number of PSUs granted is subject to change based on the attached performance metrics set forth in the 2010 Growth Grant Long Term Incentive Program document, attached as Exhibit B and the terms of

Form of Wright Express Corporation Long Term Incentive Program 2010 Growth Grant Performance-Based Restricted Stock Unit Award Agreement


		the Award Agreement. Persons who are Section 16 officers of the Company on the date of grant are not eligible for the Interim Milestone Vesting on August 15, 2011.

USE THE SPACE BELOW TO ACCEPT THIS 2010 GROWTH GRANT:

I have read and agree to the terms set forth in the 2010 Growth Grant Agreement. I accept the Award of PSUs described in this Memorandum:



Signature of Grantee		Date

Form of Wright Express Corporation Long Term Incentive Program 2010 Growth Grant Performance-Based Restricted Stock Unit Award Agreement

WRIGHT EXPRESS CORPORATION
LONG TERM INCENTIVE PROGRAM
2010 GROWTH GRANT

PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT

WHEREAS, the Company has the authority under and pursuant to the Plan to grant awards to eligible employees of the Company and its subsidiaries; and

WHEREAS, the Company desires to grant the Award to the Grantee subject to the terms and conditions of the Plan, LTIP, and this Agreement.

In consideration of the provisions contained in this Agreement, the Company and the Grantee agree as follows:

2. Award. Concurrently with the execution of this Agreement, and subject to the terms and conditions set forth in the Plan, LTIP, and this Agreement, the Company hereby grants the number of Performance-Based Restricted Stock Units indicated in the Memorandum to the Grantee. Each Performance-Based Restricted Stock Unit entitles the Grantee to one share of Company Stock, subject to the attainment of performance goals and continued employment, upon vesting.

3. Vesting of Units.

(a) Upon the vesting of the Award, as described in this Section, the Company shall deliver for each Performance-Based Restricted Stock Unit that becomes vested, one (1) share of Company Stock; provided , however , that the Company shall withhold from the Grantee at the time of delivery of the Company Stock the amount that the Company determines necessary to pay applicable withholding taxes as and to the extent provided in Paragraph 8 below. The Company Stock shall be delivered as soon as practicable following each vesting date or event set forth below, but in any case within 30 days after such date or event.

Form of Wright Express Corporation Long Term Incentive Program 2010 Growth Grant Performance-Based Restricted Stock Unit Award Agreement

(b) Subject to Paragraphs 3(c), (d), (e) and (f) and 4, if the Grantee was not a Section 16 officer of the Company on the date of grant of the Award, then 30% of the Performance-Based Restricted Stock Units shall become vested and payable to the Grantee on August 15, 2011 provided that the Interim Milestone Metric has been satisfied, and the Grantee remains employed by the Company on such date. If the Interim Milestone Metric is not satisfied, no Performance-Based Restricted Stock Units will vest on August 15, 2011, however such Performance-Based Restricted Stock Units shall be eligible to vest on March 3, 2013 as set forth below.

(c) Subject to Paragraphs 3(b), (d), (e) and (f) and 4, the Performance-Based Restricted Stock Units under the 2010 Growth Long Term Incentive Program shall vest on March 3, 2013 based on achievement of the 2012 Performance Goals as set forth in the 2010 Growth Grant Long Term Incentive Program document attached as Exhibit B, so long as the Grantee remains employed with the Company through such vesting date.

(d) Notwithstanding Paragraphs 3(b), and (c), upon the Grantee’s death, if the final number of Performance-Based Restricted Stock Units that are eligible for vesting is not determined, the Award shall become immediately and fully vested as to the Target number of Performance-Based Restricted Stock Units set forth in the Memorandum, subject to any terms and conditions set forth in the Plan or imposed by the Compensation Committee of the Board of Directors (the “Committee”). If, upon the Grantee’s death, the final number of Performance-Based Restricted Stock Units that are eligible for vesting has been determined, the Award shall become immediately and fully vested at the determined level of vesting for the Performance-Based Restricted Stock Units set forth in the Memorandum, subject to any terms and conditions set forth in the Plan or imposed by the Committee.

(e) Notwithstanding Paragraphs 3(b) and (c), upon a “Change in Control” of the Company, if the surviving entity does not agree to assume the obligations set forth in the Agreement, then the Award shall become immediately and fully vested, subject to any terms and conditions set forth in the Plan or imposed by the Committee. “Change in Control” shall have the meaning set forth in the Plan. In the event the Award becomes immediately and fully vested upon a Change in Control that occurs prior to or during the calendar year 2012 performance period, the Grantee shall vest in the Target number of Performance-Based Restricted Stock Units set forth in the Memorandum, and the Target performance goal shall be deemed fully achieved. In the event the Award becomes immediately and fully vested upon a Change in Control that occurs after such period, the Grantee shall vest in the number of Performance-Based Restricted Stock Units set forth in the Memorandum, based on the level of performance goal achievement. With respect to any Grantee subject to Section 162(m) of the Internal Revenue Code of 1986, as amended, in no event shall acceleration of vesting result in an increase in the amount of the Award based on the time value of money.

(f) Notwithstanding anything to the contrary in this Agreement, to the extent that the Grantee becomes entitled to receive any shares of Company Stock pursuant to the vesting of the 2010 Special Grant Long Term Incentive Program Award Agreement dated October 15, 2007

Form of Wright Express Corporation Long Term Incentive Program 2010 Growth Grant Performance-Based Restricted Stock Unit Award Agreement

(such shares, the “Special Grant Shares”), then the number of Performance-Based Restricted Stock Units that could vest pursuant to this Award shall be reduced by [ 50% / 60% ] of the number of the Special Grant Shares and the remaining number of Performance-Based Restricted Stock Units subject to this Award shall vest in accordance with Paragraphs 3(b), (c), (d) and (e) above.

5. No Assignment. Except as expressly permitted under the Plan, this Agreement may not be assigned by the Grantee by operation of law or otherwise.

Form of Wright Express Corporation Long Term Incentive Program 2010 Growth Grant Performance-Based Restricted Stock Unit Award Agreement

reasonably acceptable to the Company, as the Company may determine in its sole discretion. Notwithstanding the foregoing, the Company may retain and withhold from delivery at the time of vesting that number of shares of Company Stock having a fair market value equal to the taxes owed by the Grantee, which retained shares shall fund the payment of such taxes by the Company on behalf of the Grantee.

11. Amendments. This Agreement may be amended or modified at any time by an instrument in writing signed by the parties hereto.

IN WITNESS WHEREOF, this Agreement is effective as of the date first above written.


	WRIGHT EXPRESS CORPORATION


	By: Michael E. Dubyak Its: Chairman and Chief Executive Officer

Exhibit 10.5

Form of Wright Express Corporation Long Term Incentive Program 2010 Growth Grant Stock Non-Statutory Stock Option Award Agreement

Wright Express Corporation

Memorandum


TO:		[Name of Grantee] (the “Grantee”)

FROM:		Robert C. Cornett, SVP, Human Resources

SUBJECT:		2010 Growth Grant —Nonstatutory Stock Option Agreement

DATE:		March 3, 2010

You have been granted, pursuant to the Company’s 2010 Growth Grant — Long Term Incentive Program document attached as Exhibit B (“LTIP”), a nonstatutory stock option (the “Option”) under the terms of the Wright Express Corporation 2005 Equity and Incentive Plan (the “Plan”). Attached to this Memorandum is an Agreement which, along with the Plan, governs your Option. You will be receiving separately a copy of the Prospectus for the Plan. The Prospectus contains important information regarding the Plan, including information regarding restrictions on your rights with respect to the Option granted to you. You should read the Prospectus carefully .

The Option does not give you rights as a shareholder of the Company unless and until you exercise the Option, and you may not transfer or assign any rights in your Option. Please note that when you exercise your Option, the Company is required to withhold federal and state income taxes, as well as employment taxes, and we will require you to make arrangements to satisfy that withholding obligation prior to our issuance of any shares to you.

Finally, by accepting this Option you are agreeing to abide by the terms of the Plan, LTIP and the attached Agreement. To accept this Option, you must agree to the terms set forth in this Agreement by signing and dating the Memorandum and returning it to Tabitha Hilton in the Human Resources Office in South Portland, Maine by April 15, 2010.


		*Date of Grant:*		March 3, 2010

		*Number of Options:*		[Number of Options]

		*Exercise Price:*		[Exercise Price]

		*Vesting Period:*		3 years (1/3 per year)

		*Expiration Date:*		8 years

Form of Wright Express Corporation Long Term Incentive Program 2010 Growth Grant Stock Non-Statutory Stock Option Award Agreement

USE THE SPACE BELOW TO ACCEPT THIS 2010 GROWTH GRANT:

I have read and agree to the terms set forth in the 2010 Growth Grant Agreement. I accept this Option described in this Memorandum:



		Signature of Grantee		Date

Form of Wright Express Corporation Long Term Incentive Program 2010 Growth Grant Stock Non-Statutory Stock Option Award Agreement

WRIGHT EXPRESS CORPORATION
LONG TERM INCENTIVE PROGRAM
2010 GROWTH GRANT

NONSTATUTORY STOCK OPTION AGREEMENT

THIS NONSTATUTORY STOCK OPTION AGREEMENT (“Agreement”), dated as of March 3, 2010, is entered into by and between WRIGHT EXPRESS CORPORATION, a Delaware corporation (the “Company”), and the Grantee named on the attached Memorandum, dated March 3, 2010, (the “Memorandum”) pursuant to the terms and conditions of the Wright Express Corporation 2005 Equity and Incentive Plan (the “Plan”) and the Wright Express Corporation 2010 Growth Grant — Long-Term Incentive Program (“LTIP”) established thereunder.

WHEREAS, the Company has the authority under and pursuant to the Plan to grant awards to eligible employees of the Company and its subsidiaries; and

WHEREAS, the Company desires to grant a nonstatutory stock option (the “Option”) to the Grantee subject to the terms and conditions of the Plan, LTIP and this Agreement.

In consideration of the provisions contained in this Agreement, the Company and the Grantee agree as follows:

1. The Plan. The Option granted to the Grantee hereunder is made pursuant to the Plan. A copy of the prospectus for the Plan has been provided to you and the applicable terms of such Plan are hereby incorporated herein by reference. Terms used in this Agreement which are not defined in this Agreement shall have the meanings used or defined in the Plan.

2. Award. Concurrently with the execution of this Agreement, and subject to the terms and conditions set forth in the Plan and this Agreement, the Company hereby awards to Grantee an Option to acquire the number of shares of Company common stock, par value $.01 per share (the “Common Stock”), indicated in the Memorandum at the exercise price per share of Common Stock (the “Exercise Price”) indicated in the Memorandum. Unless earlier terminated, this Option shall expire at 5:00 p.m., Eastern time, on March 2, 2018 (the “Final Exercise Date”).

3. Vesting of Option.

(a) Subject to Paragraphs 3(b) and (c), this Option will become exercisable (“vest”) as to one-third of the original number of shares of Common Stock subject to the Option on the first three anniversaries of the Grant Date. The right of exercise shall be cumulative so that to the extent the Option is not exercised in any period to the maximum extent permissible it shall continue to be exercisable, in whole or in part, with respect to all shares of Common Stock subject thereto for which it is vested until the earlier of the Final Exercise Date or the termination of this option under Section 4 hereof or the Plan.

Form of Wright Express Corporation Long Term Incentive Program 2010 Growth Grant Stock Non-Statutory Stock Option Award Agreement

(b) Notwithstanding Paragraph 3(a), upon the Grantee’s death, the Option shall become immediately and fully vested, subject to any terms and conditions set forth in the Plan or imposed by the Compensation Committee of the Board of Directors (the “Committee”).

(c) Notwithstanding Paragraph 3(a), upon a “Change in Control” of the Company, if the surviving entity does not agree to assume the obligations set forth in the Agreement, then the Option shall become immediately and fully vested, subject to any terms and conditions set forth in the Plan or imposed by the Committee. “Change in Control” shall have the meaning set forth in the Plan.

4. Exercise of Option; Holding Requirement.

(a) Form of Exercise . Each election to exercise this Option shall be in writing, signed by the Grantee, and received by the Company at its principal office, accompanied by this agreement, and payment in full in the manner provided in the Plan. The Grantee may purchase less than the number of shares of Common Stock covered hereby, provided that no partial exercise of this Option may be for any fractional share.

(b) Continuous Relationship with Company Required . Except as otherwise provided in this Section 4, this Option may not be exercised unless the Grantee, at the time he or she exercises this Option, is, and has been at all times since the Grant Date, an employee or officer of, a Director of, or consultant or advisor to, the Company or any parent or subsidiary of the Company as defined in Section 424(e) or (f) of the Code (an “Eligible Grantee”).

(c) Termination of Relationship with the Company . If the Grantee ceases to be an Eligible Grantee for any reason, then, except as provided in paragraphs (d), (e) and (g) below, the right to exercise this Option shall terminate three months after such cessation (but in no event after the Final Exercise Date), provided that this Option shall be exercisable only to the extent that the Grantee was entitled to exercise this Option on the date of such cessation, and provided further that the Committee may, in its sole and absolute discretion agree to accelerate the vesting of the Option, upon termination of employment or otherwise, for any reason or no reason, but shall have no obligation to do so. Notwithstanding the foregoing, if the Grantee, prior to the Final Exercise Date, violates the non-competition or confidentiality provisions of any employment contract, confidentiality and nondisclosure agreement or other agreement between the Grantee and the Company, the right to exercise this Option shall terminate immediately upon such violation.

(d) Exercise upon Death or Disability . If the Grantee dies or becomes disabled (within the meaning of Section 22(e)(3) of the Code) prior to the Final Exercise Date while he or he is an Eligible Grantee and the Company has not terminated such relationship for “cause” as specified in paragraph (e) below, this Option shall be exercisable, within the period of one year following the date of death or disability of the Grantee, by the Grantee (or in the case of death by an authorized transferee), provided that this Option shall be exercisable only to the extent that

Form of Wright Express Corporation Long Term Incentive Program 2010 Growth Grant Stock Non-Statutory Stock Option Award Agreement

this Option was exercisable by the Grantee on the date of his or her death or disability (after taking into account the vesting provisions of Section 3 hereof), and further provided that this Option shall not be exercisable after the Final Exercise Date.

(e) Termination for Cause . If, prior to the Final Exercise Date, the Grantee’s employment is terminated by the Company for Cause (as defined below), the right to exercise this Option shall terminate immediately upon notification by the Company of termination of employment. If, prior to the Final Exercise Date, the Grantee is given notice by the Company of the termination of his or her employment by the Company for Cause, and the effective date of such employment termination is subsequent to the date of delivery of such notice, the right to exercise this option shall be suspended from the time of the delivery of such notice until the earlier of (i) such time as it is determined or otherwise agreed that the Grantee’s employment shall not be terminated for Cause as provided in such notice or (ii) the effective date of such termination of employment (in which case the right to exercise this option shall, pursuant to the preceding sentence, terminate upon the effective date of such termination of employment). If the Grantee is party to an employment or severance agreement with the Company that contains a definition of “cause” for termination of employment, “Cause” shall have the meaning ascribed to such term in such agreement. Otherwise, “Cause” shall mean willful misconduct by the Grantee or willful failure by the Grantee to perform his or her responsibilities to the Company (including, without limitation, breach by the Grantee of any provision of any employment, consulting, advisory, nondisclosure, non-competition or other similar agreement between the Grantee and the Company), as determined by the Company, which determination shall be conclusive. The Grantee’s employment shall be considered to have been terminated for Cause if the Company determines, within 30 days after the Grantee’s resignation, that termination for Cause was warranted.

(f) Date of Termination; Loss of Rights . For purposes of the Plan and the Option, a termination of employment shall be deemed to have occurred on the date upon which the Grantee ceases to perform active employment duties for the Company following the provision of any notification of termination or resignation from employment, and without regard to any period of notice of termination of employment (whether expressed or implied) or any period of severance or salary continuation. Notwithstanding any other provision of the Plan or this Agreement or any other agreement (written or oral) to the contrary, the Grantee shall not be entitled (and by accepting the Option, thereby irrevocably waives any such entitlement) to any payment or other benefit to compensate the Grantee for the loss of any rights under the Plan as a result of the termination or expiration of the Option in connection with any termination of employment. No amounts earned pursuant to the Plan or any Award shall be deemed to be eligible compensation in respect of any other plan of the Company or any of its subsidiaries.

(g) Holding Requirement . Notwithstanding anything herein to the contrary, the Grantee acknowledges that, as a condition to the exercise of the Option, he agrees and covenants not sell any shares of Common Stock acquired on exercise of the Option until the date that is at least two years after the applicable vesting date for the portion of the Option so exercised, except that he shall be permitted to sell, on the date of exercise, a number of shares of Common Stock

Form of Wright Express Corporation Long Term Incentive Program 2010 Growth Grant Stock Non-Statutory Stock Option Award Agreement

sufficient to pay the Exercise Price for the portion of the Option being exercised and the applicable tax withholding required with respect to such exercise. If the Grantee ceases to be an Eligible Grantee for any reason except as provided in paragraphs (d) and (e) above and has not held the position of the Option for two years after the applicable vesting date for the same portion of the Option, the right to exercise the portion of the Option shall not terminate until three months after the Holding Requirement has been satisfied.

5. No Assignment. Except as expressly permitted under the Plan, this Agreement may not be assigned by the Grantee by operation of law or otherwise.

6. No Rights to Continued Employment. Neither this Agreement nor the Option shall be construed as giving the Grantee any right to continue in the employ of the Company or any of its subsidiaries, or shall interfere in any way with the right of the Company to terminate such employment.

8. Tax Obligations. As a condition to the granting of the Option, the Grantee acknowledges and agrees that he/she is responsible for the payment of income and employment taxes (and any other taxes required to be withheld), if any, payable in connection with the exercise of the Option. Accordingly, the Grantee agrees to remit to the Company or any applicable subsidiary an amount sufficient to pay such taxes. Such payment shall be made to the Company or the applicable subsidiary of the Company in a form that is reasonably acceptable to the Company, as the Company may determine in its sole discretion.

11. Amendments. This Agreement may be amended or modified at any time by an instrument in writing signed by the parties hereto.

12. Authority. The Committee has complete authority and discretion to determine awards under the Plan, and to interpret and construe the terms of the Plan and this Agreement.

Form of Wright Express Corporation Long Term Incentive Program 2010 Growth Grant Stock Non-Statutory Stock Option Award Agreement

The determination of the Committee as to any matter relating to the interpretation or construction of the Plan or this Agreement shall be final, binding and conclusive on all parties.

13. Rights as a Stockholder. The Grantee shall have no rights as a stockholder of the Company with respect to any shares of Common Stock of the Company underlying or relating to the Option until the issuance of a stock certificate to the Grantee in respect of such Option following exercise.

IN WITNESS WHEREOF, this Agreement is effective as of the date first above written.


	WRIGHT EXPRESS CORPORATION

	By:	Robert C. Cornett
	Its:	SVP, Human Resources

Exhibit 10.6

(Multicurrency — Cross Border)

ISDA _®
International Swap Dealers Association, Inc.

MASTER AGREEMENT

dated as of March 10, 2010

Wright Express Corporation and Barclays Bank PLC


(“Party A”)		(“Party B”)

have entered and/or anticipate entering into one or more transactions (each a “Transaction”) that are or will be governed by this Master Agreement, which includes the schedule (the “Schedule”), and the documents and other confirming evidence (each a “Confirmation”) exchanged between the parties confirming those Transactions.

Accordingly, the parties agree as follows: —

Interpretation

(a) Definitions. The terms defined in Section 14 and in the Schedule will have the meanings therein specified for the purpose of this Master Agreement.

(b) Inconsistency. In the event of any inconsistency between the provisions of the Schedule and the other provisions of this Master Agreement, the Schedule will prevail. In the event of any inconsistency between the provisions of any Confirmation and this Master Agreement (including the Schedule), such Confirmation will prevail for the purpose of the relevant Transaction.

(c) Single Agreement. All Transactions are entered into in reliance on the fact that this Master Agreement and all Confirmations form a single agreement between the parties (collectively referred to as this “Agreement”), and the parties would not otherwise enter into any Transactions.

Obligations

(a) General Conditions.

(i) Each party will make each payment or delivery specified in each Confirmation to be made by it, subject to the other provisions of this Agreement.

(ii) Payments under this Agreement will be made on the due date for value on that date in the place of the account specified in the relevant Confirmation or otherwise pursuant to this Agreement, in freely transferable funds and in the manner customary for payments in the required currency. Where settlement is by delivery (that is, other than by payment), such delivery will be made for receipt on the due date in the manner customary for the relevant obligation unless otherwise specified in the relevant Confirmation or elsewhere in this Agreement.

(iii) Each obligation of each party under Section 2(a)(i) is subject to (1) the condition precedent that no Event of Default or Potential Event of Default with respect to the other party has occurred and is continuing, (2) the condition precedent that no Early Termination Date in respect of the relevant Transaction has occurred or been effectively designated and (3) each other applicable condition precedent specified in this Agreement.

(b) Change of Account. Either party may change its account for receiving a payment or delivery by giving notice to the other party at least five Local Business Days prior to the scheduled date for the payment or delivery to which such change applies unless such other party gives timely notice of a reasonable objection to such change.

	(i)		in the same currency; and

	(ii)		in respect of the same Transaction,

by each party to the other, then, on such date, each party’s obligation to make payment of any such amount will be automatically satisfied and discharged and, if the aggregate amount that would otherwise have been payable by one party exceeds the aggregate amount that would otherwise have been payable by the other party, replaced by an obligation upon the party by whom the larger aggregate amount would have been payable to pay to the other party the excess of the larger aggregate amount over the smaller aggregate amount.

The parties may elect in respect of two or more Transactions that a net amount will be determined in respect of all amounts payable on the same date in the same currency in respect of such Transactions, regardless of whether such amounts are payable in respect of the same Transaction. The election may be made in the Schedule or a Confirmation by specifying that subparagraph (ii) above will not apply to the Transactions identified as being subject to the election, together with the starting date (in which case subparagraph (ii) above will not, or will cease to, apply to such Transactions from such date). This election may be made separately for different groups of Transactions and will apply separately to each pairing of Offices through which the parties make and receive payments or deliveries.

(d) Deduction or Withholding for Tax.

(i) Gross-Up. All payments under this Agreement will be made without any deduction or withholding for or on account of any Tax unless such deduction or withholding is required by any applicable law, as modified by the practice of any relevant governmental revenue authority, then in effect. If a party is so required to deduct or withhold, then that party (“X”) will:—

(1) promptly notify the other party (“Y”) of such requirement;

(2) pay to the relevant authorities the full amount required to be deducted or withheld (including the full amount required to be deducted or withheld from any additional amount paid by X to Y under this Section 2(d)) promptly upon the earlier of determining that such deduction or withholding is required or receiving notice that such amount has been assessed against Y;

(3) promptly forward to Y an official receipt (or a certified copy), or other documentation reasonably acceptable to Y, evidencing such payment to such authorities; and

(4) if such Tax is an Indemnifiable Tax, pay to Y, in addition to the payment to which Y is otherwise entitled under this Agreement, such additional amount as is necessary to ensure that the net amount actually received by Y (free and clear of Indemnifiable Taxes, whether assessed against X or Y) will equal the full amount Y would have received had no such deduction or withholding been required. However, X will not be required to pay any additional amount to Y to the extent that it would not be required to be paid but for:—

(A) the failure by Y to comply with or perform any agreement contained in Section 4(a)(i), 4(a)(iii) or 4(d); or

(B) the failure of a representation made by Y pursuant to Section 3(f) to be accurate and true unless such failure would not have occurred but for (I) any action taken by a taxing authority, or brought in a court of competent jurisdiction, on or after the date on which a Transaction is entered into (regardless of whether such action is taken or brought with respect to a party to this Agreement) or (II) a Change in Tax Law.

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(ii) Liability. If: —

(1) X is required by any applicable law, as modified by the practice of any relevant governmental revenue authority, to make any deduction or withholding in respect of which X would not be required to pay an additional amount to Y under Section 2(d)(i)(4);

(2) X does not so deduct or withhold; and

(3) a liability resulting from such Tax is assessed directly against X,

then, except to the extent Y has satisfied or then satisfies the liability resulting from such Tax, Y will promptly pay to X the amount of such liability (including any related liability for interest, but including any related liability for penalties only if Y has failed to comply with or perform any agreement contained in Section 4(a)(i), 4(a)(iii) or 4(d)).

(e) Default Interest; Other Amounts. Prior to the occurrence or effective designation of an Early Termination Date in respect of the relevant Transaction, a party that defaults in the performance of any payment obligation will, to the extent permitted by law and subject to Section 6(c), be required to pay interest (before as well as after judgment) on the overdue amount to the other party on demand in the same currency as such overdue amount, for the period from (and including) the original due date for payment to (but excluding) the date of actual payment, at the Default Rate. Such interest will be calculated on the basis of daily compounding and the actual number of days elapsed. If, prior to the occurrence or effective designation of an Early Termination Date in respect of the relevant Transaction, a party defaults in the performance of any obligation required to be settled by delivery, it will compensate the other party on demand if and to the extent provided for in the relevant Confirmation or elsewhere in this Agreement.

Representations

Each party represents to the other party (which representations will be deemed to be repeated by each party on each date on which a Transaction is entered into and, in the case of the representations in Section 3(f), at all times until the termination of this Agreement) that:—

(a) Basic Representations.

(i) Status. It is duly organised and validly existing under the laws of the jurisdiction of its organisation or incorporation and, if relevant under such laws, in good standing;

(ii) Powers. It has the power to execute this Agreement and any other documentation relating to this Agreement to which it is a party, to deliver this Agreement and any other documentation relating to this Agreement that it is required by this Agreement to deliver and to perform its obligations under this Agreement and any obligations it has under any Credit Support Document to which it is a party and has taken all necessary action to authorise such execution, delivery and performance;

(iii) No Violation or Conflict. Such execution, delivery and performance do not violate or conflict with any law applicable to it, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets;

(iv) Consents. All governmental and other consents that are required to have been obtained by it with respect to this Agreement or any Credit Support Document to which it is a party have been obtained and are in full force and effect and all conditions of any such consents have been complied with; and

(v) Obligations Binding. Its obligations under this Agreement and any Credit Support Document to which it is a party constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms (subject to applicable bankruptcy, reorganisation, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)).

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(b) Absence of Certain Events. No Event of Default or Potential Event of Default or, to its knowledge, Termination Event with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement or any Credit Support Document to which it is a party.

(c) Absence of Litigation. There is not pending or, to its knowledge, threatened against it or any of its Affiliates any action, suit or proceeding at law or in equity or before any court, tribunal, governmental body, agency or official or any arbitrator that is likely to affect the legality, validity or enforceability against it of this Agreement or any Credit Support Document to which it is a party or its ability to perform its obligations under this Agreement or such Credit Support Document.

(d) Accuracy of Specified Information. All applicable information that is furnished in writing by or on behalf of it to the other party and is identified for the purpose of this Section 3(d) in the Schedule is, as of the date of the information, true, accurate and complete in every material respect.

(e) Payer Tax Representation. Each representation specified in the Schedule as being made by it for the purpose of this Section 3(e) is accurate and true.

(f) Payee Tax Representations. Each representation specified in the Schedule as being made by it for the purpose of this Section 3(f) is accurate and true.

Agreements

Each party agrees with the other that, so long as either party has or may have any obligation under this Agreement or under any Credit Support Document to which it is a party:—

(a) Furnish Specified Information. It will deliver to the other party or, in certain cases under subparagraph (iii) below, to such government or taxing authority as the other party reasonably directs:—

(i) any forms, documents or certificates relating to taxation specified in the Schedule or any Confirmation;

(ii) any other documents specified in the Schedule or any Confirmation; and

(iii) upon reasonable demand by such other party, any form or document that may be required or reasonably requested in writing in order to allow such other party or its Credit Support Provider to make a payment under this Agreement or any applicable Credit Support Document without any deduction or withholding for or on account of any Tax or with such deduction or withholding at a reduced rate (so long as the completion, execution or submission of such form or document would not materially prejudice the legal or commercial position of the party in receipt of such demand), with any such form or document to be accurate and completed in a manner reasonably satisfactory to such other party and to be executed and to be delivered with any reasonably required certification,

in each case by the date specified in the Schedule or such Confirmation or, if none is specified, as soon as reasonably practicable.

(b) Maintain Authorisations. It will use all reasonable efforts to maintain in full force and effect all consents of any governmental or other authority that are required to be obtained by it with respect to this Agreement or any Credit Support Document to which it is a party and will use all reasonable efforts to obtain any that may become necessary in the future.

(c) Comply with Laws. It will comply in all material respects with all applicable laws and orders to which it may be subject if failure so to comply would materially impair its ability to perform its obligations under this Agreement or any Credit Support Document to which it is a party.

(d) Tax Agreement. It will give notice of any failure of a representation made by it under Section 3(f) to be accurate and true promptly upon learning of such failure.

(e) Payment of Stamp Tax. Subject to Section 11, it will pay any Stamp Tax levied or imposed upon it or in respect of its execution or performance of this Agreement by a jurisdiction in which it is incorporated, organised, managed and controlled, or considered to have its seat, or in which a branch or office through

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which it is acting for the purpose of this Agreement is located (“Stamp Tax Jurisdiction”) and will indemnify the other party against any Stamp Tax levied or imposed upon the other party or in respect of the other party’s execution or performance of this Agreement by any such Stamp Tax Jurisdiction which is not also a Stamp Tax Jurisdiction with respect to the other party.

Events of Default and Termination Events

(a) Events of Default. The occurrence at any time with respect to a party or, if applicable, any Credit Support Provider of such party or any Specified Entity of such party of any of the following events constitutes an event of default (an “Event of Default”) with respect to such party:—

(i) Failure to Pay or Deliver. Failure by the party to make, when due, any payment under this Agreement or delivery under Section 2(a)(i) or 2(e) required to be made by it if such failure is not remedied on or before the third Local Business Day after notice of such failure is given to the party;

(ii) Breach of Agreement. Failure by the party to comply with or perform any agreement or obligation (other than an obligation to make any payment under this Agreement or delivery under Section 2(a)(i) or 2(e) or to give notice of a Termination Event or any agreement or obligation under Section 4(a)(i), 4(a)(iii) or 4(d)) to be complied with or performed by the party in accordance with this Agreement if such failure is not remedied on or before the thirtieth day after notice of such failure is given to the party;

(iii) Credit Support Default.

(1) Failure by the party or any Credit Support Provider of such party to comply with or perform any agreement or obligation to be complied with or performed by it in accordance with any Credit Support Document if such failure is continuing after any applicable grace period has elapsed;

(2) the expiration or termination of such Credit Support Document or the failing or ceasing of such Credit Support Document to be in full force and effect for the purpose of this Agreement (in either case other than in accordance with its terms) prior to the satisfaction of all obligations of such party under each Transaction to which such Credit Support Document relates without the written consent of the other party; or

(3) the party or such Credit Support Provider disaffirms, disclaims, repudiates or rejects, in whole or in part, or challenges the validity of, such Credit Support Document;

(iv) Misrepresentation. A representation (other than a representation under Section 3(e) or (f)) made or repeated or deemed to have been made or repeated by the party or any Credit Support Provider of such party in this Agreement or any Credit Support Document proves to have been incorrect or misleading in any material respect when made or repeated or deemed to have been made or repeated;

(v) Default under Specified Transaction. The party, any Credit Support Provider of such party or any applicable Specified Entity of such party (1) defaults under a Specified Transaction and, after giving effect to any applicable notice requirement or grace period, there occurs a liquidation of, an acceleration of obligations under, or an early termination of, that Specified Transaction, (2) defaults, after giving effect to any applicable notice requirement or grace period, in making any payment or delivery due on the last payment, delivery or exchange date of, or any payment on early termination of, a Specified Transaction (or such default continues for at least three Local Business Days if there is no applicable notice requirement or grace period) or (3) disaffirms, disclaims, repudiates or rejects, in whole or in part, a Specified Transaction (or such action is taken by any person or entity appointed or empowered to operate it or act on its behalf);

(vi) Cross Default. If “Cross Default” is specified in the Schedule as applying to the party, the occurrence or existence of (1) a default, event of default or other similar condition or event (however described) in respect of such party, any Credit Support Provider of such party or any applicable Specified Entity of such party under one or more agreements or instruments relating to

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Specified Indebtedness of any of them (individually or collectively) in an aggregate amount of not less than the applicable Threshold Amount (as specified in the Schedule) which has resulted in such Specified Indebtedness becoming, or becoming capable at such time of being declared, due and payable under such agreements or instruments, before it would otherwise have been due and payable or (2) a default by such party, such Credit Support Provider or such Specified Entity (individually or collectively) in making one or more payments on the due date thereof in an aggregate amount of not less than the applicable Threshold Amount under such agreements or instruments (after giving effect to any applicable notice requirement or grace period);

(vii) Bankruptcy. The party, any Credit Support Provider of such party or any applicable Specified Entity of such party: —

(1) is dissolved (other than pursuant to a consolidation, amalgamation or merger); (2) becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due; (3) makes a general assignment, arrangement or composition with or for the benefit of its creditors; (4) institutes or has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding- up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition (A) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation or (B) is not dismissed, discharged, stayed or restrained in each case within 30 days of the institution or presentation thereof; (5) has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger); (6) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets; (7) has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within 30 days thereafter; (8) causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in clauses (1) to (7) (inclusive); or (9) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts; or

(viii) Merger Without Assumption. The party or any Credit Support Provider of such party consolidates or amalgamates with, or merges with or into, or transfers all or substantially all its assets to, another entity and, at the time of such consolidation, amalgamation, merger or transfer: —

(1) the resulting, surviving or transferee entity fails to assume all the obligations of such party or such Credit Support Provider under this Agreement or any Credit Support Document to which it or its predecessor was a party by operation of law or pursuant to an agreement reasonably satisfactory to the other party to this Agreement; or

(2) the benefits of any Credit Support Document fail to extend (without the consent of the other party) to the performance by such resulting, surviving or transferee entity of its obligations under this Agreement.

(b) Termination Events. The occurrence at any time with respect to a party or, if applicable, any Credit Support Provider of such party or any Specified Entity of such party of any event specified below constitutes an Illegality if the event is specified in (i) below, a Tax Event if the event is specified in (ii) below or a Tax Event Upon Merger if the event is specified in (iii) below, and, if specified to be applicable, a Credit Event Upon Merger if the event is specified pursuant to (iv) below or an Additional Termination Event if the event is specified pursuant to (v) below:—

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(i) Illegality. Due to the adoption of, or any change in, any applicable law after the date on which a Transaction is entered into, or due to the promulgation of, or any change in, the interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law after such date, it becomes unlawful (other than as a result of a breach by the party of Section 4(b)) for such party (which will be the Affected Party): —

(1) to perform any absolute or contingent obligation to make a payment or delivery or to receive a payment or delivery in respect of such Transaction or to comply with any other material provision of this Agreement relating to such Transaction; or

(2) to perform, or for any Credit Support Provider of such party to perform, any contingent or other obligation which the party (or such Credit Support Provider) has under any Credit Support Document relating to such Transaction;

(ii) Tax Event. Due to (x) any action taken by a taxing authority, or brought in a court of competent jurisdiction, on or after the date on which a Transaction is entered into (regardless of whether such action is taken or brought with respect to a party to this Agreement) or (y) a Change in Tax Law, the party (which will be the Affected Party) will, or there is a substantial likelihood that it will, on the next succeeding Scheduled Payment Date (1) be required to pay to the other party an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii) or 6(e)) or (2) receive a payment from which an amount is required to be deducted or withheld for or on account of a Tax (except in respect of interest under Section 2(e), 6(d)(ii) or 6(e)) and no additional amount is required to be paid in respect of such Tax under Section 2(d)(i)(4) (other than by reason of Section 2(d)(i)(4)(A) or (B));

(iii) Tax Event Upon Merger. The party (the “Burdened Party”) on the next succeeding Scheduled Payment Date will either (1) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii) or 6(e)) or (2) receive a payment from which an amount has been deducted or withheld for or on account of any Indemnifiable Tax in respect of which the other party is not required to pay an additional amount (other than by reason of Section 2(d)(i)(4)(A) or (B)), in either case as a result of a party consolidating or amalgamating with, or merging with or into, or transferring all or substantially all its assets to, another entity (which will be the Affected Party) where such action does not constitute an event described in Section 5(a)(viii);

(iv) Credit Event Upon Merger. If “Credit Event Upon Merger” is specified in the Schedule as applying to the party, such party (“X”), any Credit Support Provider of X or any applicable Specified Entity of X consolidates or amalgamates with, or merges with or into, or transfers all or substantially all its assets to, another entity and such action does not constitute an event described in Section 5(a)(viii) but the creditworthiness of the resulting, surviving or transferee entity is materially weaker than that of X, such Credit Support Provider or such Specified Entity, as the case may be, immediately prior to such action (and, in such event, X or its successor or transferee, as appropriate, will be the Affected Party); or

(v) Additional Termination Event. If any “Additional Termination Event” is specified in the Schedule or any Confirmation as applying, the occurrence of such event (and, in such event, the Affected Party or Affected Parties shall be as specified for such Additional Termination Event in the Schedule or such Confirmation).

(c)

Event of Default and Illegality. If an event or circumstance which would otherwise constitute or give rise to an Event of Default also constitutes an Illegality, it will be treated as an Illegality and will not constitute an Event of Default.

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Early Termination

(a) Right to Terminate Following Event of Default. If at any time an Event of Default with respect to a party (the “Defaulting Party”) has occurred and is then continuing, the other party (the “Non-defaulting Party”) may, by not more than 20 days notice to the Defaulting Party specifying the relevant Event of Default, designate a day not earlier than the day such notice is effective as an Early Termination Date in respect of all outstanding Transactions. If, however, “Automatic Early Termination” is specified in the Schedule as applying to a party, then an Early Termination Date in respect of all outstanding Transactions will occur immediately upon the occurrence with respect to such party of an Event of Default specified in Section 5(a)(vii)(1), (3), (5), (6) or, to the extent analogous thereto, (8), and as of the time immediately preceding the institution of the relevant proceeding or the presentation of the relevant petition upon the occurrence with respect to such party of an Event of Default specified in Section 5(a)(vii)(4) or, to the extent analogous thereto, (8).

(b) Right to Terminate Following Termination Event.

(i) Notice. If a Termination Event occurs, an Affected Party will, promptly upon becoming aware of it, notify the other party, specifying the nature of that Termination Event and each Affected Transaction and will also give such other information about that Termination Event as the other party may reasonably require.

(ii) Transfer to Avoid Termination Event. If either an Illegality under Section 5(b)(i)(1) or a Tax Event occurs and there is only one Affected Party, or if a Tax Event Upon Merger occurs and the Burdened Party is the Affected Party, the Affected Party will, as a condition to its right to designate an Early Termination Date under Section 6(b)(iv), use all reasonable efforts (which will not require such party to incur a loss, excluding immaterial, incidental expenses) to transfer within 20 days after it gives notice under Section 6(b)(i) all its rights and obligations under this Agreement in respect of the Affected Transactions to another of its Offices or Affiliates so that such Termination Event ceases to exist.

If the Affected Party is not able to make such a transfer it will give notice to the other party to that effect within such 20 day period, whereupon the other party may effect such a transfer within 30 days after the notice is given under Section 6(b)(i).

Any such transfer by a party under this Section 6(b)(ii) will be subject to and conditional upon the prior written consent of the other party, which consent will not be withheld if such other party’s policies in effect at such time would permit it to enter into transactions with the transferee on the terms proposed.

(iii) Two Affected Parties. If an Illegality under Section 5(b)(i)(1) or a Tax Event occurs and there are two Affected Parties, each party will use all reasonable efforts to reach agreement within 30 days after notice thereof is given under Section 6(b)(i) on action to avoid that Termination Event.

(iv) Right to Terminate. If: —

(1) a transfer under Section 6(b)(ii) or an agreement under Section 6(b)(iii), as the case may be, has not been effected with respect to all Affected Transactions within 30 days after an Affected Party gives notice under Section 6(b)(i); or

(2) an Illegality under Section 5(b)(i)(2), a Credit Event Upon Merger or an Additional Termination Event occurs, or a Tax Event Upon Merger occurs and the Burdened Party is not the Affected Party,

either party in the case of an Illegality, the Burdened Party in the case of a Tax Event Upon Merger, any Affected Party in the case of a Tax Event or an Additional Termination Event if there is more than one Affected Party, or the party which is not the Affected Party in the case of a Credit Event Upon Merger or an Additional Termination Event if there is only one Affected Party may, by not more than 20 days notice to the other party and provided that the relevant Termination Event is

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then continuing, designate a day not earlier than the day such notice is effective as an Early Termination Date in respect of all Affected Transactions.

(c)

Effect of Designation.

(i) If notice designating an Early Termination Date is given under Section 6(a) or (b), the Early Termination Date will occur on the date so designated, whether or not the relevant Event of Default or Termination Event is then continuing.

(ii) Upon the occurrence or effective designation of an Early Termination Date, no further payments or deliveries under Section 2(a)(i) or 2(e) in respect of the Terminated Transactions will be required to be made, but without prejudice to the other provisions of this Agreement. The amount, if any, payable in respect of an Early Termination Date shall be determined pursuant to Section 6(e).

(d)

Calculations.

(i) Statement. On or as soon as reasonably practicable following the occurrence of an Early Termination Date, each party will make the calculations on its part, if any, contemplated by Section 6(e) and will provide to the other party a statement (1) showing, in reasonable detail, such calculations (including all relevant quotations and specifying any amount payable under Section 6(e)) and (2) giving details of the relevant account to which any amount payable to it is to be paid. In the absence of written confirmation from the source of a quotation obtained in determining a Market Quotation, the records of the party obtaining such quotation will be conclusive evidence of the existence and accuracy of such quotation.

(ii) Payment Date. An amount calculated as being due in respect of any Early Termination Date under Section 6(e) will be payable on the day that notice of the amount payable is effective (in the case of an Early Termination Date which is designated or occurs as a result of an Event of Default) and on the day which is two Local Business Days after the day on which notice of the amount payable is effective (in the case of an Early Termination Date which is designated as a result of a Termination Event). Such amount will be paid together with (to the extent permitted under applicable law) interest thereon (before as well as after judgment) in the Termination Currency, from (and including) the relevant Early Termination Date to (but excluding) the date such amount is paid, at the Applicable Rate. Such interest will be calculated on the basis of daily compounding and the actual number of days elapsed.

(e)

Payments on Early Termination. If an Early Termination Date occurs, the following provisions shall apply based on the parties’ election in the Schedule of a payment measure, either “Market Quotation” or “Loss”, and a payment method, either the “First Method” or the “Second Method”. If the parties fail to designate a payment measure or payment method in the Schedule, it will be deemed that “Market Quotation” or the “Second Method”, as the case may be, shall apply. The amount, if any, payable in respect of an Early Termination Date and determined pursuant to this Section will be subject to any Set-off.

(i)

Events of Default. If the Early Termination Date results from an Event of Default: —

(1) First Method and Market Quotation. If the First Method and Market Quotation apply, the Defaulting Party will pay to the Non-defaulting Party the excess, if a positive number, of (A) the sum of the Settlement Amount (determined by the Non-defaulting Party) in respect of the Terminated Transactions and the Termination Currency Equivalent of the Unpaid Amounts owing to the Non-defaulting Party over (B) the Termination Currency Equivalent of the Unpaid Amounts owing to the Defaulting Party.

(2) First Method and Loss. If the First Method and Loss apply, the Defaulting Party will pay to the Non-defaulting Party, if a positive number, the Non- defaulting Party’s Loss in respect of this Agreement.

(3) Second Method and Market Quotation. If the Second Method and Market Quotation apply, an amount will be payable equal to (A) the sum of the Settlement Amount

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(determined by the Non-defaulting Party) in respect of the Terminated Transactions and the Termination Currency Equivalent of the Unpaid Amounts owing to the Non-defaulting Party less (B) the Termination Currency Equivalent of the Unpaid Amounts owing to the Defaulting Party. If that amount is a positive number, the Defaulting Party will pay it to the Non-defaulting Party; if it is a negative number, the Non-defaulting Party will pay the absolute value of that amount to the Defaulting Party.

(4) Second Method and Loss. If the Second Method and Loss apply, an amount will be payable equal to the Non-defaulting Party’s Loss in respect of this Agreement. If that amount is a positive number, the Defaulting Party will pay it to the Non-defaulting Party; if it is a negative number, the Non-defaulting Party will pay the absolute value of that amount to the Defaulting Party.

(ii)

Termination Events. If the Early Termination Date results from a Termination Event: —

(1) One Affected Party. If there is one Affected Party, the amount payable will be determined in accordance with Section 6(e)(i)(3), if Market Quotation applies, or Section 6(e)(i)(4), if Loss applies, except that, in either case, references to the Defaulting Party and to the Non-defaulting Party will be deemed to be references to the Affected Party and the party which is not the Affected Party, respectively, and, if Loss applies and fewer than all the Transactions are being terminated, Loss shall be calculated in respect of all Terminated Transactions.

(2) Two Affected Parties. If there are two Affected Parties: —

(A) if Market Quotation applies, each party will determine a Settlement Amount in respect of the Terminated Transactions, and an amount will be payable equal to (I) the sum of (a) one-half of the difference between the Settlement Amount of the party with the higher Settlement Amount (“X”) and the Settlement Amount of the party with the lower Settlement Amount (“Y”) and (b) the Termination Currency Equivalent of the Unpaid Amounts owing to X less (II) the Termination Currency Equivalent of the Unpaid Amounts owing to Y; and

(B) if Loss applies, each party will determine its Loss in respect of this Agreement (or, if fewer than all the Transactions are being terminated, in respect of all Terminated Transactions) and an amount will be payable equal to one-half of the difference between the Loss of the party with the higher Loss (“X”) and the Loss of the party with the lower Loss (“Y”).

If the amount payable is a positive number, Y will pay it to X; if it is a negative number, X will pay the absolute value of that amount to Y.

(iii) Adjustment for Bankruptcy. In circumstances where an Early Termination Date occurs because “Automatic Early Termination” applies in respect of a party, the amount determined under this Section 6(e) will be subject to such adjustments as are appropriate and permitted by law to reflect any payments or deliveries made by one party to the other under this Agreement (and retained by such other party) during the period from the relevant Early Termination Date to the date for payment determined under Section 6(d)(ii).

(iv) Pre-Estimate. The parties agree that if Market Quotation applies an amount recoverable under this Section 6(e) is a reasonable pre-estimate of loss and not a penalty. Such amount is payable for the loss of bargain and the loss of protection against future risks and except as otherwise provided in this Agreement neither party will be entitled to recover any additional damages as a consequence of such losses.

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Transfer

Subject to Section 6(b)(ii), neither this Agreement nor any interest or obligation in or under this Agreement may be transferred (whether by way of security or otherwise) by either party without the prior written consent of the other party, except that: —

(a) a party may make such a transfer of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of all or substantially all its assets to, another entity (but without prejudice to any other right or remedy under this Agreement); and

(b) a party may make such a transfer of all or any part of its interest in any amount payable to it from a Defaulting Party under Section 6(e).

Any purported transfer that is not in compliance with this Section will be void.

Contractual Currency

(a) Payment in the Contractual Currency. Each payment under this Agreement will be made in the relevant currency specified in this Agreement for that payment (the “Contractual Currency”). To the extent permitted by applicable law, any obligation to make payments under this Agreement in the Contractual Currency will not be discharged or satisfied by any tender in any currency other than the Contractual Currency, except to the extent such tender results in the actual receipt by the party to which payment is owed, acting in a reasonable manner and in good faith in converting the currency so tendered into the Contractual Currency, of the full amount in the Contractual Currency of all amounts payable in respect of this Agreement. If for any reason the amount in the Contractual Currency so received falls short of the amount in the Contractual Currency payable in respect of this Agreement, the party required to make the payment will, to the extent permitted by applicable law, immediately pay such additional amount in the Contractual Currency as may be necessary to compensate for the shortfall. If for any reason the amount in the Contractual Currency so received exceeds the amount in the Contractual Currency payable in respect of this Agreement, the party receiving the payment will refund promptly the amount of such excess.

(b) Judgments. To the extent permitted by applicable law, if any judgment or order expressed in a currency other than the Contractual Currency is rendered (i) for the payment of any amount owing in respect of this Agreement, (ii) for the payment of any amount relating to any early termination in respect of this Agreement or (iii) in respect of a judgment or order of another court for the payment of any amount described in (i) or (ii) above, the party seeking recovery, after recovery in full of the aggregate amount to which such party is entitled pursuant to the judgment or order, will be entitled to receive immediately from the other party the amount of any shortfall of the Contractual Currency received by such party as a consequence of sums paid in such other currency and will refund promptly to the other party any excess of the Contractual Currency received by such party as a consequence of sums paid in such other currency if such shortfall or such excess arises or results from any variation between the rate of exchange at which the Contractual Currency is converted into the currency of the judgment or order for the purposes of such judgment or order and the rate of exchange at which such party is able, acting in a reasonable manner and in good faith in converting the currency received into the Contractual Currency, to purchase the Contractual Currency with the amount of the currency of the judgment or order actually received by such party. The term “rate of exchange” includes, without limitation, any premiums and costs of exchange payable in connection with the purchase of or conversion into the Contractual Currency.

(c) Separate Indemnities. To the extent permitted by applicable law, these indemnities constitute separate and independent obligations from the other obligations in this Agreement, will be enforceable as separate and independent causes of action, will apply notwithstanding any indulgence granted by the party to which any payment is owed and will not be affected by judgment being obtained or claim or proof being made for any other sums payable in respect of this Agreement.

(d) Evidence of Loss. For the purpose of this Section 8, it will be sufficient for a party to demonstrate that it would have suffered a loss had an actual exchange or purchase been made.

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Miscellaneous

(a) Entire Agreement. This Agreement constitutes the entire agreement and understanding of the parties with respect to its subject matter and supersedes all oral communication and prior writings with respect thereto.

(b) Amendments. No amendment, modification or waiver in respect of this Agreement will be effective unless in writing (including a writing evidenced by a facsimile transmission) and executed by each of the parties or confirmed by an exchange of telexes or electronic messages on an electronic messaging system.

(c) Survival of Obligations. Without prejudice to Sections 2(a)(iii) and 6(c)(ii), the obligations of the parties under this Agreement will survive the termination of any Transaction.

(d) Remedies Cumulative. Except as provided in this Agreement, the rights, powers, remedies and privileges provided in this Agreement are cumulative and not exclusive of any rights, powers, remedies and privileges provided by law.

(e) Counterparts and Confirmations.

(i) This Agreement (and each amendment, modification and waiver in respect of it) may be executed and delivered in counterparts (including by facsimile transmission), each of which will be deemed an original.

(ii) The parties intend that they are legally bound by the terms of each Transaction from the moment they agree to those terms (whether orally or otherwise). A Confirmation shall he entered into as soon as practicable and may he executed and delivered in counterparts (including by facsimile transmission) or be created by an exchange of telexes or by an exchange of electronic messages on an electronic messaging system, which in each case will be sufficient for all purposes to evidence a binding supplement to this Agreement. The parties will specify therein or through another effective means that any such counterpart, telex or electronic message constitutes a Confirmation.

(f) No Waiver of Rights. A failure or delay in exercising any right, power or privilege in respect of this Agreement will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or further exercise, of that right, power or privilege or the exercise of any other right, power or privilege.

(g) Headings. The headings used in this Agreement are for convenience of reference only and are not to affect the construction of or to be taken into consideration in interpreting this Agreement.

10.

Offices; Multibranch Parties

(a) If Section 10(a) is specified in the Schedule as applying, each party that enters into a Transaction through an Office other than its head or home office represents to the other party that, notwithstanding the place of booking office or jurisdiction of incorporation or organisation of such party, the obligations of such party are the same as if it had entered into the Transaction through its head or home office. This representation will be deemed to be repeated by such party on each date on which a Transaction is entered into.

(b) Neither party may change the Office through which it makes and receives payments or deliveries for the purpose of a Transaction without the prior written consent of the other party.

(c) If a party is specified as a Multibranch Party in the Schedule, such Multibranch Party may make and receive payments or deliveries under any Transaction through any Office listed in the Schedule, and the Office through which it makes and receives payments or deliveries with respect to a Transaction will be specified in the relevant Confirmation.

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11.

Expenses

A Defaulting Party will, on demand, indemnify and hold harmless the other party for and against all reasonable out-of-pocket expenses, including legal fees and Stamp Tax, incurred by such other party by reason of the enforcement and protection of its rights under this Agreement or any Credit Support Document to which the Defaulting Party is a party or by reason of the early termination of any Transaction, including, but not limited to, costs of collection.

12.

Notices

(a) Effectiveness. Any notice or other communication in respect of this Agreement may be given in any manner set forth below (except that a notice or other communication under Section 5 or 6 may not be given by facsimile transmission or electronic messaging system) to the address or number or in accordance with the electronic messaging system details provided (see the Schedule) and will be deemed effective as indicated:—

(i) if in writing and delivered in person or by courier, on the date it is delivered;

(ii) if sent by telex, on the date the recipient’s answerback is received;

(iii) if sent by facsimile transmission, on the date that transmission is received by a responsible employee of the recipient in legible form (it being agreed that the burden of proving receipt will be on the sender and will not be met by a transmission report generated by the sender’s facsimile machine);

(iv) if sent by certified or registered mail (airmail, if overseas) or the equivalent (return receipt requested), on the date that mail is delivered or its delivery is attempted; or

(v) if sent by electronic messaging system, on the date that electronic message is received,

unless the date of that delivery (or attempted delivery) or that receipt, as applicable, is not a Local Business Day or that communication is delivered (or attempted) or received, as applicable, after the close of business on a Local Business Day, in which case that communication shall be deemed given and effective on the first following day that is a Local Business Day.

(b) Change of Addresses. Either party may by notice to the other change the address, telex or facsimile number or electronic messaging system details at which notices or other communications are to be given to it.

13.

Governing Law and Jurisdiction

(a) Governing Law. This Agreement will be governed by and construed in accordance with the law specified in the Schedule.

(b) Jurisdiction. With respect to any suit, action or proceedings relating to this Agreement (“Proceedings”), each party irrevocably:—

(i) submits to the jurisdiction of the English courts, if this Agreement is expressed to be governed by English law, or to the non- exclusive jurisdiction of the courts of the State of New York and the United States District Court located in the Borough of Manhattan in New York City, if this Agreement is expressed to be governed by the laws of the State of New York; and

(ii) waives any objection which it may have at any time to the laying of venue of any Proceedings brought in any such court, waives any claim that such Proceedings have been brought in an inconvenient forum and further waives the right to object, with respect to such Proceedings, that such court does not have any jurisdiction over such party.

Nothing in this Agreement precludes either party from bringing Proceedings in any other jurisdiction (outside, if this Agreement is expressed to be governed by English law, the Contracting States, as defined in Section 1(3) of the Civil Jurisdiction and Judgments Act 1982 or any modification, extension or re- enactment thereof for the time being in force) nor will the bringing of Proceedings in any one or more jurisdictions preclude the bringing of Proceedings in any other jurisdiction.

ISDA® 1992

(c) Service of Process. Each party irrevocably appoints the Process Agent (if any) specified opposite its name in the Schedule to receive, for it and on its behalf, service of process in any Proceedings. If for any reason any party’s Process Agent is unable to act as such, such party will promptly notify the other party and within 30 days appoint a substitute process agent acceptable to the other party. The parties irrevocably consent to service of process given in the manner provided for notices in Section 12. Nothing in this Agreement will affect the right of either party to serve process in any other manner permitted by law.

(d) Waiver of Immunities. Each party irrevocably waives, to the fullest extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or other similar grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by way of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment) and (v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled in any Proceedings in the courts of any jurisdiction and irrevocably agrees, to the extent permitted by applicable law, that it will not claim any such immunity in any Proceedings.

14.

Definitions

As used in this Agreement:—

“Additional Termination Event” has the meaning specified in Section 5(b).

“Affected Party” has the meaning specified in Section 5(b).

“Affected Transactions” means (a) with respect to any Termination Event consisting of an Illegality, Tax Event or Tax Event Upon Merger, all Transactions affected by the occurrence of such Termination Event and (b) with respect to any other Termination Event, all Transactions.

“Affiliate” means, subject to the Schedule, in relation to any person, any entity controlled, directly or indirectly, by the person, any entity that controls, directly or indirectly, the person or any entity directly or indirectly under common control with the person. For this purpose, “control” of any entity or person means ownership of a majority of the voting power of the entity or person.

“Applicable Rate” means:—

(a) in respect of obligations payable or deliverable (or which would have been but for Section 2(a)(iii)) by a Defaulting Party, the Default Rate;

(b) in respect of an obligation to pay an amount under Section 6(e) of either party from and after the date (determined in accordance with Section 6(d)(ii)) on which that amount is payable, the Default Rate;

(c) in respect of all other obligations payable or deliverable (or which would have been but for Section 2(a)(iii)) by a Non-defaulting Party, the Non-default Rate; and

(d) in all other cases, the Termination Rate.

“Burdened Party ” has the meaning specified in Section 5(b).

“Change in Tax Law” means the enactment, promulgation, execution or ratification of, or any change in or amendment to, any law (or in the application or official interpretation of any law) that occurs on or after the date on which the relevant Transaction is entered into.

“consent” includes a consent, approval, action, authorisation, exemption, notice, filing, registration or exchange control consent.

“Credit Event Upon Merger” has the meaning specified in Section 5(b).

“Credit Support Document” means any agreement or instrument that is specified as such in this Agreement.

“Credit Support Provider” has the meaning specified in the Schedule.

“Default Rate” means a rate per annum equal to the cost (without proof or evidence of any actual cost) to the relevant payee (as certified by it) if it were to fund or of funding the relevant amount plus 1% per annum.

ISDA® 1992

“Defaulting Party” has the meaning specified in Section 6(a).

“Early Termination Date” means the date determined in accordance with Section 6(a) or 6(b)(iv).

“Event of Default” has the meaning specified in Section 5(a) and, if applicable, in the Schedule.

“Illegality” has the meaning specified in Section 5(b).

“Indemnifiable Tax” means any Tax other than a Tax that would not be imposed in respect of a payment under this Agreement but for a present or former connection between the jurisdiction of the government or taxation authority imposing such Tax and the recipient of such payment or a person related to such recipient (including, without limitation, a connection arising from such recipient or related person being or having been a citizen or resident of such jurisdiction, or being or having been organised, present or engaged in a trade or business in such jurisdiction, or having or having had a permanent establishment or fixed place of business in such jurisdiction, but excluding a connection arising solely from such recipient or related person having executed, delivered, performed its obligations or received a payment under, or enforced, this Agreement or a Credit Support Document).

“law” includes any treaty, law, rule or regulation (as modified, in the case of tax matters, by the practice of any relevant governmental revenue authority) and “lawful” and “unlawful” will be construed accordingly.

“Local Business Day” means, subject to the Schedule, a day on which commercial banks are open for business (including dealings in foreign exchange and foreign currency deposits) (a) in relation to any obligation under Section 2(a)(i), in the place(s) specified in the relevant Confirmation or, if not so specified, as otherwise agreed by the parties in writing or determined pursuant to provisions contained, or incorporated by reference, in this Agreement, (b) in relation to any other payment, in the place where the relevant account is located and, if different, in the principal financial centre, if any, of the currency of such payment, (c) in relation to any notice or other communication, including notice contemplated under Section 5(a)(i), in the city specified in the address for notice provided by the recipient and, in the case of a notice contemplated by Section 2(b), in the place where the relevant new account is to be located and (d) in relation to Section 5(a)(v)(2), in the relevant locations for performance with respect to such Specified Transaction.

“Loss” means, with respect to this Agreement or one or more Terminated Transactions, as the case may be, and a party, the Termination Currency Equivalent of an amount that party reasonably determines in good faith to be its total losses and costs (or gain, in which case expressed as a negative number) in connection with this Agreement or that Terminated Transaction or group of Terminated Transactions, as the case may be, including any loss of bargain, cost of funding or, at the election of such party but without duplication, loss or cost incurred as a result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position (or any gain resulting from any of them). Loss includes losses and costs (or gains) in respect of any payment or delivery required to have been made (assuming satisfaction of each applicable condition precedent) on or before the relevant Early Termination Date and not made, except, so as to avoid duplication, if Section 6(e)(i)(1) or (3) or 6(e)(ii)(2)(A) applies. Loss does not include a party’s legal fees and out-of-pocket expenses referred to under Section 11. A party will determine its Loss as of the relevant Early Termination Date, or, if that is not reasonably practicable, as of the earliest date thereafter as is reasonably practicable. A party may (but need not) determine its Loss by reference to quotations of relevant rates or prices from one or more leading dealers in the relevant markets.

“Market Quotation” means, with respect to one or more Terminated Transactions and a party making the determination, an amount determined on the basis of quotations from Reference Market-makers. Each quotation will be for an amount, if any, that would be paid to such party (expressed as a negative number) or by such party (expressed as a positive number) in consideration of an agreement between such party (taking into account any existing Credit Support Document with respect to the obligations of such party) and the quoting Reference Market-maker to enter into a transaction (the “Replacement Transaction”) that would have the effect of preserving for such party the economic equivalent of any payment or delivery (whether the underlying obligation was absolute or contingent and assuming the satisfaction of each applicable condition precedent) by the parties under Section 2(a)(i) in respect of such Terminated Transaction or group of Terminated Transactions that would, but for the occurrence of the relevant Early Termination Date, have been required after that date. For this purpose, Unpaid Amounts in respect of the Terminated Transaction or group of Terminated Transactions are to be excluded but, without limitation, any payment or delivery that

ISDA® 1992

would, but for the relevant Early Termination Date, have been required (assuming satisfaction of each applicable condition precedent) after that Early Termination Date is to be included. The Replacement Transaction would be subject to such documentation as such party and the Reference Market-maker may, in good faith, agree. The party making the determination (or its agent) will request each Reference Market-maker to provide its quotation to the extent reasonably practicable as of the same day and time (without regard to different time zones) on or as soon as reasonably practicable after the relevant Early Termination Date. The day and time as of which those quotations are to be obtained will be selected in good faith by the party obliged to make a determination under Section 6(e), and, if each party is so obliged, after consultation with the other. If more than three quotations are provided, the Market Quotation will be the arithmetic mean of the quotations, without regard to the quotations having the highest and lowest values. If exactly three such quotations are provided, the Market Quotation will be the quotation remaining after disregarding the highest and lowest quotations. For this purpose, if more than one quotation has the same highest value or lowest value, then one of such quotations shall be disregarded. If fewer than three quotations are provided, it will be deemed that the Market Quotation in respect of such Terminated Transaction or group of Terminated Transactions cannot be determined.

“Non-default Rate” means a rate per annum equal to the cost (without proof or evidence of any actual cost) to the Non-defaulting Party (as certified by it) if it were to fund the relevant amount.

“Non-defaulting Party” has the meaning specified in Section 6(a).

“Office” means a branch or office of a party, which may be such party’s head or home office.

“Potential Event of Default” means any event which, with the giving of notice or the lapse of time or both, would constitute an Event of Default.

“Reference Market-makers” means four leading dealers in the relevant market selected by the party determining a Market Quotation in good faith (a) from among dealers of the highest credit standing which satisfy all the criteria that such party applies generally at the time in deciding whether to offer or to make an extension of credit and (b) to the extent practicable, from among such dealers having an office in the same city.

“Relevant Jurisdiction” means, with respect to a party, the jurisdictions (a) in which the party is incorporated, organised, managed and controlled or considered to have its seat, (b) where an Office through which the party is acting for purposes of this Agreement is located, (c) in which the party executes this Agreement and (d) in relation to any payment, from or through which such payment is made.

“Scheduled Payment Date” means a date on which a payment or delivery is to be made under Section 2(a)(i) with respect to a Transaction.

“Set-off” means set-off, offset, combination of accounts, right of retention or withholding or similar right or requirement to which the payer of an amount under Section 6 is entitled or subject (whether arising under this Agreement, another contract, applicable law or otherwise) that is exercised by, or imposed on, such payer.

“Settlement Amount” means, with respect to a party and any Early Termination Date, the sum of: —

(a) the Termination Currency Equivalent of the Market Quotations (whether positive or negative) for each Terminated Transaction or group of Terminated Transactions for which a Market Quotation is determined; and

(b) such party’s Loss (whether positive or negative and without reference to any Unpaid Amounts) for each Terminated Transaction or group of Terminated Transactions for which a Market Quotation cannot be determined or would not (in the reasonable belief of the party making the determination) produce a commercially reasonable result.

“Specified Entity” has the meanings specified in the Schedule.

“Specified Indebtedness” means, subject to the Schedule, any obligation (whether present or future, contingent or otherwise, as principal or surety or otherwise) in respect of borrowed money.

ISDA® 1992

“Specified Transaction” means, subject to the Schedule, (a) any transaction (including an agreement with respect thereto) now existing or hereafter entered into between one party to this Agreement (or any Credit Support Provider of such party or any applicable Specified Entity of such party) and the other party to this Agreement (or any Credit Support Provider of such other party or any applicable Specified Entity of such other party) which is a rate swap transaction, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross- currency rate swap transaction, currency option or any other similar transaction (including any option with respect to any of these transactions), (b) any combination of these transactions and (c) any other transaction identified as a Specified Transaction in this Agreement or the relevant confirmation.

“Stamp Tax” means any stamp, registration, documentation or similar tax.

“Tax” means any present or future tax, levy, impost, duty, charge, assessment or fee of any nature (including interest, penalties and additions thereto) that is imposed by any government or other taxing authority in respect of any payment under this Agreement other than a stamp, registration, documentation or similar tax.

“Tax Event” has the meaning specified in Section 5(b).

“Tax Event Upon Merger” has the meaning specified in Section 5(b).

“Terminated Transactions” means with respect to any Early Termination Date (a) if resulting from a Termination Event, all Affected Transactions and (b) if resulting from an Event of Default, all Transactions (in either case) in effect immediately before the effectiveness of the notice designating that Early Termination Date (or, if “Automatic Early Termination” applies, immediately before that Early Termination Date).

“Termination Currency” has the meaning specified in the Schedule.

“Termination Currency Equivalent” means, in respect of any amount denominated in the Termination Currency, such Termination Currency amount and, in respect of any amount denominated in a currency other than the Termination Currency (the “Other Currency”), the amount in the Termination Currency determined by the party making the relevant determination as being required to purchase such amount of such Other Currency as at the relevant Early Termination Date, or, if the relevant Market Quotation or Loss (as the case may be), is determined as of a later date, that later date, with the Termination Currency at the rate equal to the spot exchange rate of the foreign exchange agent (selected as provided below) for the purchase of such Other Currency with the Termination Currency at or about 11:00 a. m. (in the city in which such foreign exchange agent is located) on such date as would be customary for the determination of such a rate for the purchase of such Other Currency for value on the relevant Early Termination Date or that later date. The foreign exchange agent will, if only one party is obliged to make a determination under Section 6(e), be selected in good faith by that party and otherwise will be agreed by the parties.

“Termination Event” means an Illegality, a Tax Event or a Tax Event Upon Merger or, if specified to be applicable, a Credit Event Upon Merger or an Additional Termination Event.

“Termination Rate” means a rate per annum equal to the arithmetic mean of the cost (without proof or evidence of any actual cost) to each party (as certified by such party) if it were to fund or of funding such amounts.

“Unpaid Amounts” owing to any party means, with respect to an Early Termination Date, the aggregate of (a) in respect of all Terminated Transactions, the amounts that became payable (or that would have become payable but for Section 2(a)(iii)) to such party under Section 2(a)(i) on or prior to such Early Termination Date and which remain unpaid as at such Early Termination Date and (b) in respect of each Terminated Transaction, for each obligation under Section 2(a)(i) which was (or would have been but for Section 2(a)(iii)) required to be settled by delivery to such party on or prior to such Early Termination Date and which has not been so settled as at such Early Termination Date, an amount equal to the fair market value of that which was (or would have been) required to be delivered as of the originally scheduled date for delivery, in each case together with (to the extent permitted under applicable law) interest, in the currency of

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such amounts, from (and including) the date such amounts or obligations were or would have been required to have been paid or performed to (but excluding) such Early Termination Date, at the Applicable Rate. Such amounts of interest will be calculated on the basis of daily compounding and the actual number of days elapsed. The fair market value of any obligation referred to in clause (b) above shall be reasonably determined by the party obliged to make the determination under Section 6(e) or, if each party is so obliged, it shall be the average of the Termination Currency Equivalents of the fair market values reasonably determined by both parties.

IN WITNESS WHEREOF the parties have executed this document on the respective dates specified below with effect from the date specified on the first page of this document.


(“PARTY A”)		(“PARTY B”)

By:	/s/ Steven Elder	By:	/s/ Ana M. Soriano
Name:	Steven Elder	Name:	Ana M. Soriano
Title:	Treasurer	Title:	Director

ISDA® 1992

Exhibit 10.7

(Multicurrency — Cross-Border)


	SCHEDULE

	to the

	1992 ISDA Master Agreement

	dated as of March 10, 2010

	between

Wright Express Corporation	and	Barclays Bank PLC

(“Party A”)		(“Party B”)

established as a Corporation under the laws of United States: please specify State		established as a Public Limited Company under the laws of England and Wales

Part 1. Termination Provisions.

(a)

“Specified Entity” means in relation to Party A for the purpose of:—


Section 5(a)(v),		None

Section 5(a)(vi),		None

Section 5(a)(vii),		None

Section 5(b)(iv),		None

and in relation to Party B for the purpose of:—

Section 5(a)(v),		None

Section 5(a)(vi),		None

Section 5(a)(vii),		None

Section 5(b)(iv),		None

(b)

“Specified Transaction” means instead of the definition in Section 14 of this Agreement, (i) any transaction (including an agreement with respect to any such transaction) now existing or hereafter entered into between one party to this Agreement (or any Credit Support Provider of such party or any applicable Specified Entity of such party) and the other party to this Agreement (or any Credit Support Provider of such other party or any applicable Specified Entity of such other party) which is not a Transaction under this Agreement but (A) which is a rate swap transaction, swap option, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option, credit protection transaction, credit swap, credit default swap, credit default option, total return swap, credit spread transaction, repurchase transaction, reverse repurchase transaction, buy/sell-back transaction, securities lending transaction, weather index transaction or forward purchase or sale of a security, commodity or other financial instrument or interest (including any option with respect to any of these transactions) or (B) which is a type of transaction that is similar to any transaction referred to in clause (A) above that is currently, or in the future becomes,

		recurrently entered into in the financial markets (including terms and conditions incorporated by reference in such agreement) and which is a forward, swap, future, option or other derivative on one or more rates, currencies, commodities, equity securities or other equity instruments, debt securities or other debt instruments, economic indices or measures of economic risk or value, or other benchmarks against which payments or deliveries are to be made, (ii) any combination of these transactions and (iii) any other transaction identified as a Specified Transaction in this Agreement or the relevant confirmation.

		For this purpose and as used in this Agreement, “commodity” includes any tangible or intangible commodity of any type or description (including without limitation, electric energy and/or capacity, petroleum, natural gas, coal, fuel, oil or any other energy source, and the products or by-products thereof, plastics, base and precious metals, emissions, weather index and freight).

(c) The “Cross Default” provisions of Section 5(a)(vi) will apply to Party A and will apply to Party B; provided that Section 5(a)(vi)(i) of the Agreement is amended by deleting the words “or becoming capable at such time of being declared”.

“Specified Indebtedness” shall have the meaning specified in Section 14, except that indebtedness or obligations in respect of deposits received in the ordinary course of the banking business of such party shall not constitute Specified Indebtedness.

“Threshold Amount” means, in relation to each Party, an amount equal to 5% of shareholders’ equity (determined in accordance with generally accepted accounting principles in such party’s jurisdiction of incorporation or organization) as at the end of such party’s most recently completed fiscal year.

(d) The “ Credit Event Upon Merger ” provisions of Section 5(b)(iv) will apply to Party A and to Party B. Section 5(b)(iv) of the Agreement is replaced with the following:

“The term “ Credit Event Upon Merger ” shall mean that a Designated Event (as defined below) occurs with respect to a party, any Credit Support Provider of such party or any applicable Specified Entity of such party (in each case, “X”) and such Designated Event does not constitute an event described in Section 5(a)(viii) of this Agreement and the creditworthiness of X or, if applicable, the successor, surviving or transferee entity of X, after taking into account any applicable Credit Support Document, is, in the reasonable opinion of the other party, materially weaker immediately after the occurrence of such Designated Event than that of X immediately prior to the occurrence of such Designated Event (and, in any such event, such party or its successor, surviving or transferee entity, as appropriate, will be the Affected Party).

A “ Designated Event ” with respect to X means that:

	(i)		X consolidates or amalgamates with or merges with or into, or transfers all or substantially all its assets (or any substantial part of the assets comprising the business conducted by X as of the date of this Agreement) to, or receives all or substantially all the assets or obligations of, another entity or reorganizes, reincorporates or reconstitutes into or as another entity; or

	(ii)		any person or related group of persons or entity acquires directly or indirectly the beneficial ownership of (A) equity securities having the power to elect a majority of the board of directors (or its equivalent) of X or (B) any other ownership interest enabling it to exercise control of X; or

	(iii)		X effects any substantial change in its capital structure by means of the issuance, incurrence or guarantee of debt or the issuance of (A) preferred stock or other securities convertible into, or exchangeable for, debt or preferred stock; or (B) in the case of entities other than corporations, any other form of ownership interest; or

		X enters into an agreement providing for any of the foregoing.”

(e)		The *“Automatic Early Termination”* provision of Section 6(a) will not apply to Party A and will not apply to Party B.

(f)		*Payments on Early Termination.* For the purpose of Section 6(e) of this Agreement:

(i) Market Quotation will apply, provided that in respect of FX Transactions and Currency Option Transactions (as defined in Part 6 of this Schedule) Loss shall apply.

(ii) The Second Method will apply.

(g)		*“Termination Currency”* means United States Dollars.

(h)		*Additional Termination Event* will not apply.

(i)		*Tax Event Upon Merger* . The word “Indemnifiable” in line five of Section 5(b)(iii) (Tax Event Upon Merger) shall be deleted.

Part 2. Tax Representations.

(a)		*Party A and Party B Payer Tax Representations.* For the purpose of Section 3(e), each of Party A and Party B makes the following representation:

		It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 2(e), 6(d)(ii) or 6(e) of this Agreement) to be made by it to the other party under this Agreement. In making this representation, it may rely on: (i) the accuracy of any representation made by the other party pursuant to Section 3(f) of this Agreement; (ii) the satisfaction of the agreement of the other party contained in Section 4(a)(i) or 4(a)(iii) of this Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or 4(a)(iii) of this Agreement; and (iii) the satisfaction of the agreement of the other party contained in Section 4(d) of this Agreement, provided that it shall not be a breach of this representation where reliance is placed on clause (ii) and the other party does not deliver a form or document under Section 4(a)(iii) by reason of material prejudice to its legal or commercial position.

(b)		*Party A Payee Tax Representations.* For the purpose of Section 3(f), Party A makes the following representation(s):

		None.

(c)		*Party B Payee Tax Representations.* For the purpose of Section 3(f), Party B makes the following representations:

	(i)		with respect to payments made to Party B which are not effectively connected to the United States:

			It is a non-U.S. branch of a foreign person for United States federal income tax purposes.

	(ii)		with respect to payments made to Party B which are effectively connected to the United States:

			Each payment received or to be received by it in connection with this Agreement will be effectively connected with its conduct of a trade or business in the United States.

Part 3. Agreement to Deliver Documents.

For the purpose of Section 4(a)(i) and (ii) of this Agreement, each party agrees to deliver the following documents as applicable:-

(a)

Tax forms, documents or certificates to be delivered are:


Party required to
deliver document	Form/Document/Certificate	Date by which to be delivered
Party A and Party B	Any form or document accurately completed and in a manner reasonably satisfactory to the other party that may be required or reasonably requested in order to allow the other party to make a payment under a Transaction without any deduction or withholding for or on account of any Tax or with deduction or withholding at a reduced rate, promptly upon reasonable demand by the other party, including, without limitation, an executed United States Internal Revenue Service Form W-9 or Form W-8BEN and/or W-8ECI (or any successor thereto).	Upon execution of this Agreement, and thereafter promptly upon reasonable demand by the other party.

(b)

Other documents to be delivered are:


			Covered by
Party required to		Date by which to be	Section 3(d)
deliver document	Form/Document/Certificate	delivered	Representation
Party A and Party B	The Credit Support Document referred to in Part 4(f) and evidence, reasonably satisfactory to the other party, as to the incumbency and true signatures of the signatories to such Credit Support Document.	Upon execution of this Agreement, any relevant Credit Support Document and any relevant Confirmation.	Yes

Party A and Party B	Evidence, reasonably satisfactory to the other party, as to the incumbency and true signatures of the signatories of such party for this Agreement and each Confirmation.	Upon execution of this Agreement and, if requested, each Confirmation.	Yes


			Covered by
Party required to		Date by which to be	Section 3(d)
deliver document	Form/Document/Certificate	delivered	Representation
Party A	A letter from the General Counsel and Corporate Secretary, or the Associate General Counsel and Assistant Corporate Secretary, attesting to the delegated authority to particular executives that have the authority to bind the company in the execution and delivery of this Agreement and each Confirmation and performance of its obligations hereunder.	At or prior to the execution of this Agreement.	Yes

Party A	Copy of Party A’s most recent, publicly available quarterly report containing unaudited financial statements.	Where such financial statement is not reasonably publicly available on EDGAR or Party A’s internet home page, promptly upon reasonable request and in any event no later than 30 days after the end of the relevant fiscal quarterly period.	Yes

Party A and Party B	Copy of the annual report of such party, containing annual audited consolidated financial statements, for its most recently ended fiscal year; in each case prepared in accordance with generally accepted accounting principles in the country in which such party is organized and certified by independent certified public accountants or chartered accountants.	Where such financial statement is not reasonably publicly available on EDGAR or such party’s internet home page, promptly upon reasonable request and in any event no later than 120 days after the end of each fiscal year of such party.	Yes

Part 4. Miscellaneous.

(a)		*Addresses for Notices.* Section 12(a) is amended by (i) inserting the words “or e-mail” after the words “electronic messaging system” in lines 3 and 4 of the introductory paragraph; (ii) adding the word “or” at the end of sub-clause (v) and (iii) adding a new sub-clause (vi) that reads as follows: “(vi) if sent by e-mail, on the date it is delivered,”. Section 12(b) is amended by inserting the words “or e-mail” after the words “electronic messaging system” in line 2. For the purpose of Section 12(a) of this Agreement:

		*Address for Notices or Communications to Party A:-*


		Address:		Wright Express Corporation 97 Darling Ave. South Portland, ME 04106
		Attention:		Corporate Treasurer
		Facsimile No.:		207-523-7104
		Telephone No.:		207-523-7769

Address for Notices or Communications to Party B:-

Notices should be sent to the address of the relevant branch set out in the relevant Confirmation (as may be amended from time to time), provided that in the case of notices or communications relating to Section 5, 6, 7, 11 or 13, such notices should be sent to:


		Address:		Barclays Bank PLC
				c/o Barclays Capital
				Legal Department
				200 Park Avenue
				New York, NY 10166, United States

		Attention:		Jonathan Hughes, General Counsel
		Facsimile No.:		+ 1 (212) 412-3544
		Telephone No.:		+1 (212) 412-7519

(b)		*Process Agent.* For the purpose of Section 13(c) of this Agreement:-

		Party A appoints as its Process Agent: not applicable.

		Party B appoints as its Process Agent: not applicable.

(c)		*Offices.* The provisions of Section 10(a) will apply to this Agreement.

(d)		*Multibranch Party.* For the purpose of Section 10(c) of this Agreement.

		Party A is not a Multibranch Party.

(e)		Party B is a Multibranch Party and may act through its London, Hong Kong, New York, Tokyo, Mumbai, Seoul, Sydney, Frankfurt, Dubai, Miami, Labuan, Taipei, Shanghai, Belfast, Madrid and Singapore offices. *Calculation Agent* . The Calculation Agent will be Party B, except that in the event that Party B is in Default, and until Party B is no longer in default, the Calculation agent shall be a mutually acceptable third party that is a recognized dealer in the relevant market (“Substitute Calculation Agent”). All calculations made by the Calculation Agent may be independently confirmed by the other party at its sole discretion. In the event that the Calculation Agent’s calculations are disputed in good faith, (i) the disputing party shall give written notice detailing the basis and extent of such dispute and the disputing party’s own calculations (the “Dispute Notice”); and (ii) the undisputed amount and the disputed amount, if then due, or when due, shall be paid by the relevant party to the other party with the disputed amount, if requested by the paying party, to be placed in a segregated escrow account with an independent unaffiliated Qualified Institution and subject to the relevant party accounting to the other party from such account or it’s other assets when such dispute is resolved. The parties will endeavour to promptly resolve any such dispute in good faith. If the parties are unable to resolve such dispute within one Local Business Day from delivery of the Dispute Notice, the parties will mutually select an independent and unaffiliated recognized leading dealer in the applicable market (a “Dealer”) to act as Dispute Resolution Calculation Agent with respect to the issue in dispute. If the parties are unable to agree on a Dispute Resolution Calculation Agent by close of business on the 1 ^st Local Business Day following delivery of the Dispute Notice, each party shall select a Dealer in the relevant market each of whom shall promptly (and no later than by close of business on the 2 ^nd 3 ^rd Local Business Day following delivery of the Dispute Notice), and to the extent both parties appoint a Dealer mutually, select a third party Dealer in the relevant market to be the Dispute Resolution Calculation Agent. The Dispute Resolution Calculation Agent shall in good faith determine whether it agrees with the calculations of the original Calculation Agent and only to the extent it does not provide its own good faith

		calculation to both Party A and Party B, promptly, and to the extent possible, within 1 Local Business Day following its appointment. The determinations or calculations of the Dispute Resolution Calculation Agent shall be binding on the parties for the disputed matter, absent bad faith or manifest error. All costs involved in the appointment and use of such Dispute Resolution Calculation Agent shall be borne equally between the parties unless the Dispute Resolution Calculation Agent agrees with the calculations of the original Calculation Agent, in which case, the disputing party shall be solely responsible for any costs in respect of obtaining the Dispute Resolution Calculation Agent determination(s). Nothing in the foregoing sentences shall prevent, delay or prohibit any party from giving notice and exercising its rights under Section 5(a)(i) of this Agreement based around the original calculation(s) or determination(s) of the Calculation Agent. The failure of a Party to perform its obligations as Calculation Agent hereunder will not be construed as an Event of Default or Termination Event.

		For the purposes of this provision, “Qualified Institution” shall mean the United States office of a commercial bank or trust company organized under the laws of the United States of America or a political subdivision thereof or a foreign bank with a branch office located in the United States and, in either case, (A) subject to supervision or examination by a federal or state authority of the United States of America, (B) having a Credit Rating of “A+” or higher by S&P or “A1” or higher by Moody’s and (C) having a minimum asset base of at least $10 billion.

(f)		*Credit Support Document.* Details of any Credit Support Document: the Credit Support Annex to this Schedule between Party A and Party B which supplements, forms part of, and is subject to this Agreement.

(g)		*Credit Support Provider.*

		Credit Support Provider means in relation to Party A: none.

		Credit Support Provider means in relation to Party B: none.

(h)		*Governing Law.* THIS AGREEMENT, AS WELL AS ANY CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THE AGREEMENT, WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO CHOICE OF LAW DOCTRINE).

(i)		*Netting of Payments.* Section 2(c)(ii) of this Agreement will apply to Transactions under this Agreement, with effect from the date of this Agreement, save that in relation to FX Transactions and Currency Option Transactions Section 2(c)(ii) will not apply.

(j)		*“Affiliate”* will have the meaning specified in Section 14 of this Agreement.

Part 5. Other Provisions.

(a)		*Right of Set off.* Section 6 of the Agreement is amended by the inclusion of the following new subsection 6(f):

		*“Right of Set off.* In addition to any rights of set-off a party may have as a matter of law or otherwise, upon the occurrence of an Event of Default with respect to a party or an Illegality, Credit Event Upon Merger or Additional Termination Event where such party is the only Affected Party (in each case, “Party X”), the other party (“Party Y”) will have the right (but not the obligation) without prior notice to Party X, or any other person to set-off any obligation of Party X owing to Party Y or any of Party Y’s Affiliates, branches or offices (whether or not arising under this Agreement, whether or not matured, whether or not contingent, and regardless of the currency, place of payment or booking office of the obligation) against any obligation of Party Y or any of Party Y’s Affiliates, branches or offices owing to Party X (whether or not arising under this

		Agreement, whether or not matured, whether or not contingent, and regardless of the currency, place of payment or booking office of the obligation).

		In order to enable Party Y to exercise its rights of set off, (i) Party Y may in good faith convert any obligation to another currency at a market rate determined by Party Y and set-off in respect of that converted amount and/or (ii) if an obligation is unascertained, Party Y may in good faith estimate that obligation and set-off in respect of the estimate, subject to the relevant party accounting to the other when the obligation is ascertained.

		Nothing in this paragraph will be deemed to constitute or create a charge or other security interest.

		This Section 6(f) shall be without prejudice and in addition to any right of set-off, combination of accounts, lien or other right to which any party is at any time otherwise entitled (whether by operation of law, contract or otherwise).”

(b)		*Consent to Recording.* Each party (i) consents to the monitoring or recording, at any time and from time to time, by the other party of any and all communications between officers or employees of the parties, (ii) waives any further notice of such monitoring or recording, and (iii) agrees to notify (and, if required by law, obtain the consent of) its officers and employees with respect to such monitoring or recording. Any such recording may be submitted in evidence to any court or in any Proceeding for the purpose of establishing any matters pertinent to this Agreement or any Transaction.

(c)		*Modified Representation.* For purposes of Section 3(d) of this Agreement, the following shall be added immediately prior to the period at the end thereof:

		“; provided, however , that in the case of financial statements delivered by either party, the only representation being made by either party is that such financial statements give a fair view of the state of affairs of the relevant entity to which they relate as at the date of such financial statements.”

(d)		*Relationship Between the Parties.* Each party will be deemed to represent to the other party on the date on which it enters into a Transaction that (absent a written agreement between the parties that expressly imposes affirmative obligations to the contrary for that Transaction):

	(i)		*Non-Reliance* . It is acting for its own account, and it has made its own independent decisions to enter into that Transaction and as to whether that Transaction is appropriate or proper for it based upon its own judgement and upon advice from such advisors as it has deemed necessary. It is not relying on any communication (written or oral) of the other party as investment advice or as a recommendation to enter into that Transaction; it being understood that information and explanations related to the terms and conditions of a Transaction shall not be considered investment advice or a recommendation to enter into that Transaction. No communication (written or oral) received from the other party shall be deemed to be an assurance or guarantee as to the expected results of that Transaction.

	(ii)		*Assessment and Understanding.* It is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of that Transaction. It is also capable of assuming, and assumes, the risks of that Transaction.

	(iii)		*Status of Parties.* The other party is not acting as a fiduciary or an advisor to it in respect of that Transaction.

	(iv)		*No Agency.* It is entering into this Agreement and each Transaction as principal and not as agent of any person.

(e)

Additional Representations. Each party will be deemed to represent to the other party on each date on which a Transaction is entered into that:

	(i)		it is an “eligible contract participant” as such term is defined in the Commodity Exchange Act, as amended 7 U.S.C. § 1 (a) (12);

	(ii)		it is an “eligible commercial entity” as such term is defined in the Commodity Exchange Act, as amended 7 U.S.C. § 1 (a) (11);

	(iii)		it is an “eligible swap participant” as such term is defined in Commodity Futures Trading Commission regulation 35.1(b)(2), 17 C.F.R. 35.1(b)(2);

	(iv)		the material economic terms of each Transaction have been negotiated by the parties; and

	(v)		the creditworthiness of the other party and of its Credit Support Provider, if any, is a material consideration in entering into or determining the terms of each Transaction, including pricing, costs or credit enhancement.

(f)		*Existing Agreements.* Effective as of the date hereof, this Agreement shall supersede any existing agreement or agreements between the parties relating to any Specified Transaction (as defined below) entered into through any of the Offices of the parties listed in Part 4(d) of this Schedule, other than any agreement or agreements relating to, and solely applicable to, a Transaction or Transactions specifically and individually identified within such agreement or agreements, by reference to the terms of the Transaction or Transactions. All confirmations relating to such Specified Transactions shall be Confirmations under this Agreement and such Specified Transactions shall be Transactions under this Agreement. For the purpose of this provision only, the definition of Specified Transaction shall be as defined in Section 14 of the Master Agreement amended by the deletion of the words “, subject to the Schedule,” from the first line and “this Agreement or” from the final line.

		If, on the date hereof, any sum remains payable under that superseded agreement as a result of any Transaction, this Agreement shall apply in relation thereto with any necessary consequential amendments.

(g)		*Consent to Disclosure.* Each party hereby consents to the communication and disclosure by the other party of any information in respect of, or relating to, this Agreement and any Transaction, to the other party’s branches, subsidiaries, Affiliates and advisors and their respective employees, on a need-to-know basis for the purposes of performing this Agreement and the Transactions and to the extent required by law, any government or regulatory authority.

(h)		*Waiver of Right to Trial by Jury.* Each of the parties hereby irrevocably waives any and all right to a trial by jury with respect to any legal proceeding or counterclaim arising out of or relating to this Agreement or any Transaction.

Part 6. Additional Terms for FX Transactions and Currency Option Transactions.

(a)

Incorporation of 1998 FX and Currency Option Definitions. The definitions and provisions contained in the 1998 FX and Currency Option Definitions (as amended and supplemented by the 2005 Barrier Option Supplement, together the “1998 FX Definitions”) as published by the International Swaps and Derivatives Association, Inc. and Emerging Markets Traders Association and The Foreign Exchange Committee, are incorporated into any Confirmation, with respect to FX Transactions or Currency Options, which

		supplements and forms part of this Agreement, and all capitalized terms used in a Confirmation shall have the meaning set forth in the 1998 FX Definitions, unless otherwise defined in a Confirmation.

(b)		*Confirmations.* Any FX Transaction or Currency Option Transaction into which the parties may before the date of this Agreement have entered, or may in the future enter, where the relevant Confirmation on its face does not expressly exclude the application of this Agreement, shall (to the extent not otherwise provided for in this Agreement) be subject to, governed by and construed in accordance with this Agreement. Each such FX Transaction and Currency Option Transaction shall be a Transaction, and the documents and other confirming evidence (including electronic messages on an electronic messaging service) exchanged between the parties or otherwise effective for the purpose of confirming such FX Transaction or Currency Option Transaction shall each be a Confirmation (even where not so specified therein), for the purposes of this Agreement.

Part 7. Additional Provisions for Commodity Transactions.

(a)		*Scope.* For the purposes of Transactions (as defined in the Commodity Definitions, each a “Commodity Transaction”), unless otherwise agreed by the parties, each Commodity Transaction between the parties outstanding at the date of this Agreement or entered into on or after the date of this Agreement, where the relevant Confirmation (i) does not indicate that such Commodity Transaction is governed by a master or trading agreement other than this Agreement and (ii) does not expressly exclude the application of this Agreement to such Commodity Transaction, shall (to the extent not otherwise provided for in this Agreement) be subject to, governed by and construed in accordance with this Agreement (in substitution for any existing terms, if any, whether express or implied). Each such Commodity Transaction shall be a Transaction, and the documents and other confirming evidence (including electronic messages on an electronic messaging service) exchanged between the parties confirming such Commodity Transaction shall each be a Confirmation (even where not so specified therein), for the purposes of this Agreement.

(c)		*Commodity Definitions.* The 2005 ISDA Commodity Definitions, including the Sub-Annexes thereto as elected below (as may be amended herein) (the “Commodity Definitions”) as published by the International Swaps and Derivatives Association, Inc. (“ISDA”) are incorporated into this Agreement by reference with respect to any Commodity Transaction. In the event of any inconsistency between the 2000 ISDA Definitions and the Commodity Definitions with respect to such Commodity Transactions, the Commodity Definitions will prevail.

	[ X ]		Sub-Annex A Terms relating to Commodity Reference Prices

	[ X ]		Sub-Annex B Bullion Transactions


Wright Express Corporation		Barclays Bank PLC

By:	/s/ Steven A. Elder Name: Steven Elder	By:	/s/ Ana M. Soriano Name: Ana M. Soriano
	Title: Treasurer		Title: Director
	Date: 3/18/10		Date: Mar 26, 2010

Exhibit 10.8



(Bilateral Form)		(ISDA Agreements subject to New York Law Only)

ISDA ^®

International Swaps and Derivatives Association, Inc.

CREDIT SUPPORT ANNEX

to the Schedule to the

ISDA MASTER AGREEMENT

dated as of March 10, 2010

between

and


WRIGHT EXPRESS CORPORATION		BARCLAYS BANK PLC
(“Party A”)		(“Party B”)

This Annex supplements, forms part of, and is subject to, the above referenced Agreement, is part of its Schedule and is a Credit Support Document under this Agreement with respect to each party.

Accordingly, the parties agree as follows:—

Paragraph 1. Interpretation

(a) Definitions and Inconsistency . Capitalized terms not otherwise defined herein or elsewhere in this Agreement have the meanings specified pursuant to Paragraph 12, and all references in this Annex to Paragraphs are to Paragraphs of this Annex. In the event of any inconsistency between this Annex and the other provisions of this Schedule, this Annex will prevail, and in the event of any inconsistency between Paragraph 13 and the other provisions of this Annex, Paragraph 13 will prevail.

(b) Secured Party and Pledgor . All references in this Annex to the “Secured Party” will be to either party when acting in that capacity and all corresponding references to the “Pledgor” will be to the other party when acting in that capacity; provided, however, that if Other Posted Support is held by a party to this Annex, all references herein to that party as the Secured Party with respect to that Other Posted Support will be to that party as the beneficiary thereof and will not subject that support or that party as the beneficiary thereof to provisions of law generally relating to security interests and secured parties.

Paragraph 2. Security Interest

Each party, as the Pledgor, hereby pledges to the other party, as the Secured Party, as security for its Obligations, and grants to the Secured Party a first priority continuing security interest in, lien on and right of Set off against all Posted Collateral Transferred to or received by the Secured Party hereunder. Upon the Transfer by the Secured Party to the Pledgor of Posted Collateral, the security interest and lien granted hereunder on that Posted Collateral will be released immediately and, to the extent possible, without any further action by either party.

Paragraph 3. Credit Support Obligations

(a) Delivery Amount . Subject to Paragraphs 4 and 5, upon a demand made by the Secured Party on or promptly following a Valuation Date, if the Delivery Amount for that Valuation Date equals or exceeds the Pledgor’s Minimum Transfer Amount, then the Pledgor will Transfer to the Secured Party Eligible Credit Support having a Value as of the date of Transfer at least equal to the applicable Delivery Amount (rounded pursuant to Paragraph 13). Unless otherwise specified in Paragraph 13, the “ Delivery Amount ” applicable to the Pledgor for any Valuation Date will equal the amount by which:

(i) the Credit Support Amount

exceeds

(ii) the Value as of that Valuation Date of all Posted Credit Support held by the Secured Party.

(b) Return Amount . Subject to Paragraphs 4 and 5, upon a demand made by the Pledgor on or promptly following a Valuation Date, if the Return Amount for that Valuation Date equals or exceeds the Secured Party’s Minimum Transfer Amount, then the Secured Party will Transfer to the Pledgor Posted Credit Support specified by the Pledgor in that demand having a Value as of the date of Transfer as close as practicable to the applicable Return Amount (rounded pursuant to Paragraph 13). Unless otherwise specified in Paragraph 13, the “ Return Amount ” applicable to the Secured Party for any Valuation Date will equal the amount by which:

(i) the Value as of that Valuation Date of all Posted Credit Support held by the Secured Party

exceeds

(ii) the Credit Support Amount.

“ Credit Support Amount ” means, unless otherwise specified in Paragraph 13, for any Valuation Date (i) the Secured Party’s Exposure for that Valuation Date plus (ii) the aggregate of all Independent Amounts applicable to the Pledgor, if any, minus (iii) all Independent Amounts applicable to the Secured Party, if any, minus (iv) the Pledgor’s Threshold; provided, however, that the Credit Support Amount will be deemed to be zero whenever the calculation of Credit Support Amount yields a number less than zero.

Paragraph 4. Conditions Precedent, Transfer Timing, Calculations and Substitutions

(a) Conditions Precedent . Each Transfer obligation of the Pledgor under Paragraphs 3 and 5 and of the Secured Party under Paragraphs 3, 4(d)(ii), 5 and 6(d) is subject to the conditions precedent that:

(i) no Event of Default, Potential Event of Default or Specified Condition has occurred and is continuing with respect to the other party; and

(ii) no Early Termination Date for which any unsatisfied payment obligations exist has occurred or been designated as the result of an Event of Default or Specified Condition with respect to the other party.

(b) Transfer Timing . Subject to Paragraphs 4(a) and 5 and unless otherwise specified, if a demand for the Transfer of Eligible Credit Support or Posted Credit Support is made by the Notification Time, then the relevant Transfer will be made not later than the close of business on the next Local Business Day; if a demand is made after the Notification Time, then the relevant Transfer will be made not later than the close of business on the second Local Business Day thereafter.

(c) Calculations . All calculations of Value and Exposure for purposes of Paragraphs 3 and 6(d) will be made by the Valuation Agent as of the Valuation Time. The Valuation Agent will notify each party (or the other party, if the Valuation Agent is a party) of its calculations not later than the Notification Time on the Local Business Day following the applicable Valuation Date (or in the case of Paragraph 6(d), following the date of calculation).

(d) Substitutions .

(i) Unless otherwise specified in Paragraph 13, upon notice to the Secured Party specifying the items of Posted Credit Support to be exchanged, the Pledgor may, on any Local Business Day, Transfer to the Secured Party substitute Eligible Credit Support (the “Substitute Credit Support”); and

(ii) subject to Paragraph 4(a), the Secured Party will Transfer to the Pledgor the items of Posted Credit Support specified by the Pledgor in its notice not later than the Local Business Day following the date on which the Secured Party receives the Substitute Credit Support, unless otherwise specified in Paragraph 13 (the “Substitution Date”); provided that the Secured Party will only be obligated to Transfer Posted Credit Support with a Value as of the

date of Transfer of that Posted Credit Support equal to the Value as of that date of the Substitute Credit Support.

Paragraph 5. Dispute Resolution

If a party (a “Disputing Party”) disputes (I) the Valuation Agent’s calculation of a Delivery Amount or a Return Amount or (II) the Value of any Transfer of Eligible Credit Support or Posted Credit Support, then (1) the Disputing Party will notify the other party and the Valuation Agent (if the Valuation Agent is not the other party) not later than the close of business on the Local Business Day following (X) the date that the demand is made under Paragraph 3 in the case of (I) above or (Y) the date of Transfer in the case of (II) above, (2) subject to Paragraph 4(a), the appropriate party will Transfer the undisputed amount to the other party not later than the close of business on the Local Business Day following (X) the date that the demand is made under Paragraph 3 in the case of (I) above or (Y) the date of Transfer in the case of (II) above, (3) the parties will consult with each other in an attempt to resolve the dispute and (4) if they fail to resolve the dispute by the Resolution Time, then:

(i) In the case of a dispute involving a Delivery Amount or Return Amount, unless otherwise specified in Paragraph 13, the Valuation Agent will recalculate the Exposure and the Value as of the Recalculation Date by:

(A) utilizing any calculations of Exposure for the Transactions (or Swap Transactions) that the parties have agreed are not in dispute;

(B) calculating the Exposure for the Transactions (or Swap Transactions) in dispute by seeking four actual quotations at mid-market from Reference Market-makers for purposes of calculating Market Quotation, and taking the arithmetic average of those obtained; provided that if four quotations are not available for a particular Transaction (or Swap Transaction), then fewer than four quotations may be used for that Transaction (or Swap Transaction); and if no quotations are available for a particular Transaction (or Swap Transaction), then the Valuation Agent’s original calculations will be used for that Transaction (or Swap Transaction); and

(ii) In the case of a dispute involving the Value of any Transfer of Eligible Credit Support or Posted Credit Support, the Valuation Agent will recalculate the Value as of the date of Transfer pursuant to Paragraph 13.

Following a recalculation pursuant to this Paragraph, the Valuation Agent will notify each party (or the other party, if the Valuation Agent is a party) not later than the Notification Time on the Local Business Day following the Resolution Time. The appropriate party will, upon demand following that notice by the Valuation Agent or a resolution pursuant to (3) above and subject to Paragraphs 4(a) and 4(b), make the appropriate Transfer.

Paragraph 6. Holding and Using Posted Collateral

(a) Care of Posted Collateral . Without limiting the Secured Party’s rights under Paragraph 6(c), the Secured Party will exercise reasonable care to assure the safe custody of all Posted Collateral to the extent required by applicable law, and in any event the Secured Party will be deemed to have exercised reasonable care if it exercises at least the same degree of care as it would exercise with respect to its own property. Except as specified in the preceding sentence, the Secured Party will have no duty with respect to Posted Collateral, including, without limitation, any duty to collect any Distributions, or enforce or preserve any rights pertaining thereto.

(b) Eligibility to Hold Posted Collateral; Custodians .

(i) General . Subject to the satisfaction of any conditions specified in Paragraph 13 for holding Posted Collateral, the Secured Party will be entitled to hold Posted Collateral or to appoint an agent (a “Custodian”) to hold Posted Collateral for the Secured Party. Upon notice

by the Secured Party to the Pledgor of the appointment of a Custodian, the Pledgor’s obligations to make any Transfer will be discharged by making the Transfer to that Custodian. The holding of Posted Collateral by a Custodian will be deemed to be the holding of that Posted Collateral by the Secured Party for which the Custodian is acting.

(ii) Failure to Satisfy Conditions . If the Secured Party or its Custodian fails to satisfy any conditions for holding Posted Collateral, then upon a demand made by the Pledgor, the Secured Party will, not later than five Local Business Days after the demand, Transfer or cause its Custodian to Transfer all Posted Collateral held by it to a Custodian that satisfies those conditions or to the Secured Party if it satisfies those conditions.

(iii) Liability . The Secured Party will be liable for the acts or omissions of its Custodian to the same extent that the Secured Party would be liable hereunder for its own acts or omissions.

(c) Use of Posted Collateral . Unless otherwise specified in Paragraph 13 and without limiting the rights and obligations of the parties under Paragraphs 3, 4(d)(ii), 5, 6(d) and 8, if the Secured Party is not a Defaulting Party or an Affected Party with respect to a Specified Condition and no Early Termination Date has occurred or been designated as the result of an Event of Default or Specified Condition with respect to the Secured Party, then the Secured Party will, notwithstanding Section 9-207 of the New York Uniform Commercial Code, have the right to:

(i) sell, pledge, rehypothecate, assign, invest, use, commingle or otherwise dispose of, or otherwise use in its business any Posted Collateral it holds, free from any claim or right of any nature whatsoever of the Pledgor, including any equity or right of redemption by the Pledgor; and

(ii) register any Posted Collateral in the name of the Secured Party, its Custodian or a nominee for either.

For purposes of the obligation to Transfer Eligible Credit Support or Posted Credit Support pursuant to Paragraphs 3 and 5 and any rights or remedies authorized under this Agreement, the Secured Party will be deemed to continue to hold all Posted Collateral and to receive Distributions made thereon, regardless of whether the Secured Party has exercised any rights with respect to any Posted Collateral pursuant to (i) or (ii) above.

(d) Distributions and Interest Amount .

(i) Distributions . Subject to Paragraph 4(a), if the Secured Party receives or is deemed to receive Distributions on a Local Business Day, it will Transfer to the Pledgor not later than the following Local Business Day any Distributions it receives or is deemed to receive to the extent that a Delivery Amount would not be created or increased by that Transfer, as calculated by the Valuation Agent (and the date of calculation will be deemed to be a Valuation Date for this purpose).

(ii) Interest Amount . Unless otherwise specified in Paragraph 13 and subject to Paragraph 4(a), in lieu of any interest, dividends or other amounts paid or deemed to have been paid with respect to Posted Collateral in the form of Cash (all of which may be retained by the Secured Party), the Secured Party will Transfer to the Pledgor at the times specified in Paragraph 13 the Interest Amount to the extent that a Delivery Amount would not be created or increased by that Transfer, as calculated by the Valuation Agent (and the date of calculation will be deemed to be a Valuation Date for this purpose). The Interest Amount or portion thereof not Transferred pursuant to this Paragraph will constitute Posted Collateral in the form of Cash and will be subject to the security interest granted under Paragraph 2.

Paragraph 7. Events of Default

For purposes of Section 5(a)(iii)(1) of this Agreement, an Event of Default will exist with respect to a party if:

(i) that party fails (or fails to cause its Custodian) to make, when due, any Transfer of Eligible Collateral, Posted Collateral or the Interest Amount, as applicable, required to be

made by it and that failure continues for two Local Business Days after notice of that failure is given to that party;

(ii) that party fails to comply with any restriction or prohibition specified in this Annex with respect to any of the rights specified in Paragraph 6(c) and that failure continues for five Local Business Days after notice of that failure is given to that party; or

(iii) that party fails to comply with or perform any agreement or obligation other than those specified in Paragraphs 7(i) and 7(ii) and that failure continues for 30 days after notice of that failure is given to that party.

Paragraph 8. Certain Rights and Remedies

(a) Secured Party’s Rights and Remedies . If at any time (1) an Event of Default or Specified Condition with respect to the Pledgor has occurred and is continuing or (2) an Early Termination Date has occurred or been designated as the result of an Event of Default or Specified Condition with respect to the Pledgor, then, unless the Pledgor has paid in full all of its Obligations that are then due, the Secured Party may exercise one or more of the following rights and remedies:

(i) all rights and remedies available to a secured party under applicable law with respect to Posted Collateral held by the Secured Party;

(ii) any other rights and remedies available to the Secured Party under the terms of Other Posted Support, if any;

(iii) the right to Set-off any amounts payable by the Pledgor with respect to any Obligations against any Posted Collateral or the Cash equivalent of any Posted Collateral held by the Secured Party (or any obligation of the Secured Party to Transfer that Posted Collateral); and

(iv) the right to liquidate any Posted Collateral held by the Secured Party through one or more public or private sales or other dispositions with such notice, if any, as may be required under applicable law, free from any claim or right of any nature whatsoever of the Pledgor, including any equity or right of redemption by the Pledgor (with the Secured Party having the right to purchase any or all of the Posted Collateral to be sold) and to apply the proceeds (or the Cash equivalent thereof) from the liquidation of the Posted Collateral to any amounts payable by the Pledgor with respect to any Obligations in that order as the Secured Party may elect.

Each party acknowledges and agrees that Posted Collateral in the form of securities may decline speedily in value and is of a type customarily sold on a recognized market, and, accordingly, the Pledgor is not entitled to prior notice of any sale of that Posted Collateral by the Secured Party, except any notice that is required under applicable law and cannot be waived.

(b) Pledgor’s Rights and Remedies . If at any time an Early Termination Date has occurred or been designated as the result of an Event of Default or Specified Condition with respect to the Secured Party, then (except in the case of an Early Termination Date relating to less than all Transactions (or Swap Transactions) where the Secured Party has paid in full all of its obligations that are then due under Section 6(e) of this Agreement):

(i) the Pledgor may exercise all rights and remedies available to a pledgor under applicable law with respect to Posted Collateral held by the Secured Party;

(ii) the Pledgor may exercise any other rights and remedies available to the Pledgor under the terms of Other Posted Support, if any;

(iii) the Secured Party will be obligated immediately to Transfer all Posted Collateral and the Interest Amount to the Pledgor; and

(iv) to the extent that Posted Collateral or the Interest Amount is not so Transferred pursuant to (iii) above, the Pledgor may:

(A) Set-off any amounts payable by the Pledgor with respect to any Obligations against any Posted Collateral or the Cash equivalent of any Posted Collateral held by the Secured Party (or any obligation of the Secured Party to Transfer that Posted Collateral); and

(B) to the extent that the Pledgor does not Set-off under (iv)(A) above, withhold payment of any remaining amounts payable by the Pledgor with respect to any Obligations, up to the Value of any remaining Posted Collateral held by the Secured Party, until that Posted Collateral is Transferred to the Pledgor.

(c) Deficiencies and Excess Proceeds . The Secured Party will Transfer to the Pledgor any proceeds and Posted Credit Support remaining after liquidation, Set-off and/or application under Paragraphs 8(a) and 8(b) after satisfaction in full of all amounts payable by the Pledgor with respect to any Obligations; the Pledgor in all events will remain liable for any amounts remaining unpaid after any liquidation, Set-off and/or application under Paragraphs 8(a) and 8(b).

(d) Final Returns . When no amounts are or thereafter may become payable by the Pledgor with respect to any Obligations (except for any potential liability under Section 2(d) of this Agreement), the Secured Party will Transfer to the Pledgor all Posted Credit Support and the Interest Amount, if any.

Paragraph 9. Representations

Each party represents to the other party (which representations will be deemed to be repeated as of each date on which it, as the Pledgor, Transfers Eligible Collateral) that:

(i) it has the power to grant a security interest in and lien on any Eligible Collateral it Transfers as the Pledgor and has taken all necessary actions to authorize the granting of that security interest and lien;

(ii) it is the sole owner of or otherwise has the right to Transfer all Eligible Collateral it Transfers to the Secured Party hereunder, free and clear of any security interest, lien, encumbrance or other restrictions other than the security interest and lien granted under Paragraph 2;

(iii) upon the Transfer of any Eligible Collateral to the Secured Party under the terms of this Annex, the Secured Party will have a valid and perfected first priority security interest therein (assuming that any central clearing corporation or any third party financial intermediary or other entity not within the control of the Pledgor involved in the Transfer of that Eligible Collateral gives the notices and takes the action required of it under applicable law for perfection of that interest); and

(iv) the performance by it of its obligations under this Annex will not result in the creation of any security interest, lien or other encumbrance on any Posted Collateral other than the security interest and lien granted under Paragraph 2.

Paragraph 10. Expenses

(a) General . Except as otherwise provided in Paragraphs 10(b) and 10(c), each party will pay its own costs and expenses in connection with performing its obligations under this Annex and neither party will be liable for any costs and expenses incurred by the other party in connection herewith.

(b) Posted Credit Support . The Pledgor will promptly pay when due all taxes, assessments or charges of any nature that are imposed with respect to Posted Credit Support held by the Secured Party upon becoming aware of the same, regardless of whether any portion of that Posted Credit Support is subsequently disposed of under Paragraph 6(c), except for those taxes, assessments and charges that result from the exercise of the Secured Party’s rights under Paragraph 6(c).

(c) Liquidation/Application of Posted Credit Support . All reasonable costs and expenses incurred by or on behalf of the Secured Party or the Pledgor in connection with the liquidation and/or application of any Posted Credit Support under Paragraph 8 will be payable, on demand and pursuant

to the Expenses Section of this Agreement, by the Defaulting Party or, if there is no Defaulting Party, equally by the parties.

Paragraph 11. Miscellaneous

(a) Default Interest . A Secured Party that fails to make, when due, any Transfer of Posted Collateral or the Interest Amount will be obligated to pay the Pledgor (to the extent permitted under applicable law) an amount equal to interest at the Default Rate multiplied by the Value of the items of property that were required to be Transferred, from (and including) the date that Posted Collateral or Interest Amount was required to be Transferred to (but excluding) the date of Transfer of that Posted Collateral or Interest Amount. This interest will be calculated on the basis of daily compounding and the actual number of days elapsed.

(b) Further Assurances . Promptly following a demand made by a party, the other party will execute, deliver, file and record any financing statement, specific assignment or other document and take any other action that may be necessary or desirable and reasonably requested by that party to create, preserve, perfect or validate any security interest or lien granted under Paragraph 2, to enable that party to exercise or enforce its rights under this Annex with respect to Posted Credit Support or an Interest Amount or to effect or document a release of a security interest on Posted Collateral or an Interest Amount.

(c) Further Protection . The Pledgor will promptly give notice to the Secured Party of, and defend against, any suit, action, proceeding or lien that involves Posted Credit Support Transferred by the Pledgor or that could adversely affect the security interest and lien granted by it under Paragraph 2, unless that suit, action, proceeding or lien results from the exercise of the Secured Party’s rights under Paragraph 6(c).

(d) Good Faith and Commercially Reasonable Manner . Performance of all obligations under this Annex, including, but not limited to, all calculations, valuations and determinations made by either party, will be made in good faith and in a commercially reasonable manner.

(e) Demands and Notices . All demands and notices made by a party under this Annex will be made as specified in the Notices Section of this Agreement, except as otherwise provided in Paragraph 13.

(f) Specifications of Certain Matters . Anything referred to in this Annex as being specified in Paragraph 13 also may be specified in one or more Confirmations or other documents and this Annex will be construed accordingly.

Paragraph 12. Definitions

As used in this Annex:-

“ Cash ” means the lawful currency of the United States of America.

“ Credit Support Amount ” has the meaning specified in Paragraph 3.

“ Custodian ” has the meaning specified in Paragraphs 6(b)(i) and 13.

“ Delivery Amount ” has the meaning specified in Paragraph 3(a).

“ Disputing Party ” has the meaning specified in Paragraph 5.

“ Distributions ” means with respect to Posted Collateral other than Cash, all principal, interest and other payments and distributions of cash or other property with respect thereto, regardless of whether the Secured Party has disposed of that Posted Collateral under Paragraph 6(c). Distributions will not include any item of property acquired by the Secured Party upon any disposition or liquidation of Posted Collateral or, with respect to any Posted Collateral in the form of Cash, any distributions on that collateral, unless otherwise specified herein.

“ Eligible Collateral ” means, with respect to a party, the items, if any, specified as such for that party in Paragraph 13.

“ Eligible Credit Support ” means Eligible Collateral and Other Eligible Support.

“ Exposure ” means for any Valuation Date or other date for which Exposure is calculated and subject to Paragraph 5 in the case of a dispute, the amount, if any, that would be payable to a party that is the Secured Party by the other party (expressed as a positive number) or by a party that is the Secured Party to the other party (expressed as a negative number) pursuant to Section 6(e)(ii)(2)(A) of this Agreement as if all Transactions (or Swap Transactions) were being terminated as of the relevant Valuation Time; provided that Market Quotation will be determined by the Valuation Agent using its estimates at mid market of the amounts that would be paid for Replacement Transactions (as that term is defined in the definition of “Market Quotation”).

“ Independent Amount ” means, with respect to a party, the amount specified as such for that party in Paragraph 13; if no amount is specified, zero.

“ Interest Amount ” means, with respect to an Interest Period, the aggregate sum of the amounts of interest calculated for each day in that Interest Period on the principal amount of Posted Collateral in the form of Cash held by the Secured Party on that day, determined by the Secured Party for each such day as follows:

(x) the amount of that Cash on that day; multiplied by

(y) the Interest Rate in effect for that day; divided by

(z) 360.

“ Interest Period ” means the period from (and including) the last Local Business Day on which an Interest Amount was Transferred (or, if no Interest Amount has yet been Transferred, the Local Business Day on which Posted Collateral in the form of Cash was Transferred to or received by the Secured Party) to (but excluding) the Local Business Day on which the current Interest Amount is to be Transferred.

“ Interest Rate ” means the rate specified in Paragraph 13.

“ Local Business Day ”, unless otherwise specified in Paragraph 13, has the meaning specified in the Definitions Section of this Agreement, except that references to a payment in clause (b) thereof will be deemed to include a Transfer under this Annex.

“ Minimum Transfer Amount ” means, with respect to a party, the amount specified as such for that party in Paragraph 13; if no amount is specified, zero.

“ Notification Time ” has the meaning specified in Paragraph 13.

“ Obligations ” means, with respect to a party, all present and future obligations of that party under this Agreement and any additional obligations specified for that party in Paragraph 13.

“ Other Eligible Support ” means, with respect to a party, the items, if any, specified as such for that party in Paragraph 13.

“ Other Posted Support ” means all Other Eligible Support Transferred to the Secured Party that remains in effect for the benefit of that Secured Party.

“ Pledgor ” means either party, when that party (i) receives a demand for or is required to Transfer Eligible Credit Support under Paragraph 3(a) or (ii) has Transferred Eligible Credit Support under Paragraph 3(a).

“ Posted Collateral ” means all Eligible Collateral, other property, Distributions, and all proceeds thereof that have been Transferred to or received by the Secured Party under this Annex and not Transferred to the Pledgor pursuant to Paragraph 3(b), 4(d)(ii) or 6(d)(i) or released by the Secured Party under Paragraph 8. Any Interest Amount or portion thereof not Transferred pursuant to Paragraph 6(d)(ii) will constitute Posted Collateral in the form of Cash.

“ Posted Credit Support ” means Posted Collateral and Other Posted Support.

“ Recalculation Date ” means the Valuation Date that gives rise to the dispute under Paragraph 5; provided, however, that if a subsequent Valuation Date occurs under Paragraph 3 prior to the resolution of the dispute, then the “Recalculation Date” means the most recent Valuation Date under Paragraph 3.

“ Resolution Time ” has the meaning specified in Paragraph 13.

“ Return Amount ” has the meaning specified in Paragraph 3(b).

“ Secured Party ” means either party, when that party (i) makes a demand for or is entitled to receive Eligible Credit Support under Paragraph 3(a) or (ii) holds or is deemed to hold Posted Credit Support.

“ Specified Condition ” means, with respect to a party, any event specified as such for that party in Paragraph 13.

“ Substitute Credit Support ” has the meaning specified in Paragraph 4(d)(i).

“ Substitution Date ” has the meaning specified in Paragraph 4(d)(ii).

“ Threshold ” means, with respect to a party, the amount specified as such for that party in Paragraph 13; if no amount is specified, zero.

“ Transfer ” means, with respect to any Eligible Credit Support, Posted Credit Support or Interest Amount, and in accordance with the instructions of the Secured Party, Pledgor or Custodian, as applicable:

(i) in the case of Cash, payment or delivery by wire transfer into one or more bank accounts specified by the recipient;

(ii) in the case of certificated securities that cannot be paid or delivered by book entry, payment or delivery in appropriate physical form to the recipient or its account accompanied by any duly executed instruments of transfer, assignments in blank, transfer tax stamps and any other documents necessary to constitute a legally valid transfer to the recipient;

(iii) in the case of securities that can be paid or delivered by book entry, the giving of written instructions to the relevant depository institution or other entity specified by the recipient, together with a written copy thereof to the recipient, sufficient if complied with to result in a legally effective transfer of the relevant interest to the recipient; and

(iv) in the case of Other Eligible Support or Other Posted Support, as specified in Paragraph 13.

“ Valuation Agent ” has the meaning specified in Paragraph 13.

“ Valuation Date ” means each date specified in or otherwise determined pursuant to Paragraph 13.

“ Valuation Percentage ” means, for any item of Eligible Collateral, the percentage specified in Paragraph 13.

“ Valuation Time ” has the meaning specified in Paragraph 13.

“ Value ” means for any Valuation Date or other date for which Value is calculated and subject to Paragraph 5 in the case of a dispute, with respect to:

(i) Eligible Collateral or Posted Collateral that is:

(A) Cash, the amount thereof; and

(B) a security, the bid price obtained by the Valuation Agent multiplied by the applicable Valuation Percentage, if any;

(ii) Posted Collateral that consists of items that are not specified as Eligible Collateral, zero; and

(iii) Other Eligible Support and Other Posted Support, as specified in Paragraph 13.

Paragraph 13. Elections and Variables

(a)

Security Interest for “Obligations” . The term “Obligations” as used in this Annex includes the following additional obligations:

with respect to Party A: none

with respect to Party B: none

(b)

Credit Support Obligations .

(i)

Delivery Amount, Return Amount and Credit Support Amount .

	(A)		*“Delivery Amount”* has the meaning specified in Paragraph 3(a).

	(B)		*“Return Amount”* has the meaning specified in Paragraph 3(b).

	(C)		*“Credit Support Amount”* has the meaning specified in Paragraph 3.

(ii)

Eligible Collateral . The following items will qualify as “Eligible Collateral” for the party specified:

Party

Valuation

Percentage

(A)

Cash

[ X ]

100.0

	(iii)		*Other Eligible Support* . The following items will qualify as “Other Eligible Support” for Party A and Party B: none.

	(iv)		*Thresholds* .

	(A)		*“Independent Amount”* means with respect to Party A: except as otherwise provided in a Confirmation, zero.

			*“Independent Amount”* means with respect to Party B: except as otherwise provided in a Confirmation, zero.

	(B)		*“Threshold”* means with respect to Party A: USD 10million; provided that if (1) the obligations under Party A’s revolving credit facility become secured; or (2) an Event of Default has occurred or is continuing with respect to Party A, then the Threshold shall be zero.

			*“Threshold”* means with respect to Party B: USD 35million; provided that, if an Event of Default has occurred and is continuing with respect to Party B, then the Threshold shall be zero.

	(C)		*“Minimum Transfer Amount”* means with respect to Party A or Party B: USD100,000, but provided that if: (i) an Event of Default or a Potential Event of Default has occurred with respect to a party, the Minimum Transfer Amount for such party shall be zero; and (ii) where the Credit Support Amount with respect to both parties on a Valuation Date is zero for the purposes of calculating a Return Amount, the Minimum Transfer Amount, as applicable, shall be zero and Rounding shall not apply.

	(D)		*Rounding* . The Delivery Amount and the Return Amount will be rounded up and down, in each case, to the nearest integral multiple of USD10,000, respectively.

(c)

Valuation and Timing .

(i)

“Valuation Agent” means, for purposes of Paragraphs 3 and 5, the party making the demand under Paragraph 3, and, for purposes of Paragraph 6(d), the Secured Party receiving or deemed to receive the Distributions or the Interest Amount, as applicable, unless otherwise specified here: These rules will apply. In addition, the

			Valuation Agent will be the Secured Party for purposes of calculating Value in connection with substitutions pursuant to Paragraph 4(d).

	(ii)		*“Valuation Date”* means each day that is a Local Business Day for both Party A and Party B.

	(iii)		*“Valuation Time”* means the close of business on the Local Business Day immediately preceding the Valuation Date or date of calculation, as applicable, provided that the calculations of Value and Exposure will, as far as practicable, be made as of approximately the same time on the same date.

	(iv)		*“Notification Time”* means 1:00 p.m., New York time, on a Local Business Day.

(d)

Conditions Precedent and Secured Party’s Rights and Remedies . The following Termination Event(s) will be a “Specified Condition” for the party specified (that party being the Affected Party) so long as all Transactions are Affected Transactions:


	Party A		Party B
Illegality		[ X ]		[ X ]
Tax Event		[ X ]		[ X ]
Tax Event Upon Merger		[ X ]		[ X ]
Credit Event Upon Merger		[ X ]		[ X ]
Additional Termination Events		[ X ]		[ X ]

(e)

Substitution .

	(i)		*“Substitution Date”* has the meaning specified in Paragraph 4(d)(ii).

	(ii)		*Consent.* If specified here as applicable, then the Pledgor must obtain the Secured Party’s consent for any substitution pursuant to Paragraph 4(d): Applicable. Neither party shall unreasonably withhold its consent to any substitution request by the other party.

(f)

Dispute Resolution .

	(i)		*“Resolution Time”* means 1:00 p.m., New York time, on the Local Business Day following the date on which notice of the dispute is given under Paragraph 5.

	(ii)		*Value* . For the purpose of Paragraphs 5(i)(C) and 5(ii), the Value of Eligible Credit Support or Posted Credit Support as of the relevant Valuation Date or date of Transfer will be calculated as follows:

			with respect to Cash, the amount thereof. (iii) *Alternative* . The provisions of Paragraph 5 will apply.

(g)

Holding and Using Posted Collateral .

(i)

Eligibility to Hold Posted Collateral; Custodians . Each party (and its Custodian, if any) will be entitled to hold Posted Collateral pursuant to Paragraph 6(b); provided that the following conditions applicable to it are satisfied:

	(A)		Posted Collateral may be held only in the following jurisdictions: New York.

	(B)		Party A’s Custodian: Party A’s Custodian shall (A) be a trust company or a commercial bank with trust powers organized under the laws of the United States or any state thereof and subject to supervision or examination by a federal or state authority and (B) have a Credit Rating of A2 or higher by Moody’s or A or higher by Standard & Poor’s.

(ii)

Use of Posted Collateral . The provisions of Paragraph 6(c) will apply to the parties.

(h)

Distributions and Interest Amount .

	(i)		*Interest Rate* . The “Interest Rate” will be the Effective Federal funds rate in U.S. Dollars published in Federal Reserve Publication H.15, as such rate is displayed on the Reuters Screen FEDFUNDS1 page.

	(ii)		*Transfer of Interest Amount* . The Transfer of the Interest Amount will be made on the last Local Business Day of each calendar month and on any Local Business Day that Other Posted Support in the form of Cash is Transferred to the Pledgor pursuant to Paragraph 3(b).

	(iii)		*Alternative to Interest Amount* . The provisions of Paragraph 6(d)(ii) will apply except as modified here: if Transfer of an Interest Amount (or any portion thereof) to a Pledgor on any day would result in, or increase, a Delivery Amount (treating that day as a Valuation Date, as provided in Paragraph 6(d)(ii)) but the Pledgor would nonetheless have no obligation to make a Transfer pursuant to Paragraph 3(a) on that day if it were a Valuation Date (because the Delivery Amount is lower than the Pledgor’s Minimum Transfer Amount or otherwise), the Secured Party will be required to Transfer that Interest Amount (or portion thereof) to the Pledgor, notwithstanding anything to the contrary in Paragraph 6(d)(ii).

(i)		*Additional Representation(s):* None.

(j)		*Other Eligible Support and Other Posted Support* .

	(i)		*“Value”* with respect to Other Eligible Support and Other Posted Support means: Not applicable.

	(ii)		*“Transfer”* with respect to Other Eligible Support and Other Posted Support means: Not applicable.

(k)		*Demands and Notices* . All demands, specifications and notices under this Annex will be made pursuant to the Notices Section of this Agreement, unless otherwise specified here:

		Party A: Wright Express Corporation 97 Darling Ave. South Portland, ME 04106 Attn: Corporate Treasurer Fax: 207-523-7104 Telephone: 207-523-7769

		Party B:

		Group Hotline 201-499-0389 Primary Contact -Rino Mermini — x 1885 Alternate Contact — Michael Haake — x 1866 Group email — nycollateral@barcap.com Fax: 201-333-8016

		The parties may, from time to time, amend the contact information provided above by written notice to the other party.

(l)		*Addresses for Transfers* .

		Party A:

		Cash:

		To be specified in each notice.

		Party B:

		Cash:

		Barclays Bank PLC, NY

ABA: #026-002-574
F/O: Barclays Swaps & Options Group NY
A/C #: 050019228
Ref: NY Collateral Management

(m)

Other Provisions .

	(i)		*Transfer of Undisputed Amount* . Paragraph 5 is hereby amended by adding the following after the phrase “of (II) above” in the eighth line thereof:

			“(provided that such Transfer need not be made prior to the time that such Transfer need otherwise be made pursuant to the demand made under Paragraph 3)”.

	(ii)		*Certain Distributions Received.* If a Secured Party receives or is deemed to receive Distributions on a day that is not a Local Business Day, or after its close of business on a Local Business Day, it will Transfer the Distributions to the Pledgor on the second following Local Business Day, subject to Paragraph 4(a), but only to the extent contemplated in Paragraph 6(d)(i) in connection with Distributions received or deemed received on a Local Business Day.

	(iii)		*Set-off.* For purposes of Paragraphs 2 and 8(a)(iii) of this Annex, the reference to any amount payable under Section 6 of this Agreement in the definition of “Set-off” in this Agreement shall be deemed a reference to any amount payable with respect to any Obligation, as described in Paragraph 8(a)(iii) of this Annex.

	(iv)		*Taxes.* Paragraph 10(b) is hereby amended by adding the following at the end of the text thereof:

			“ ; provided, however, that notwithstanding this Paragraph 10(b), Section 2(d) of the Agreement shall apply to any Indemnifiable Tax imposed on a payment or deemed payment by the Secured Party to the Pledgor described in Paragraph 6(d) hereof.”.

	(v)		*Additional Definitions.* Paragraph 12 is hereby amended by adding the following:

			*“Credit Rating”* means, with respect to a party or entity on any date of determination, the respective rating then assigned to its unsecured and unsubordinated long-term debt or deposit obligations (not supported by third party credit enhancement) by Standard & Poor’s, Moody’s or the applicable rating agency.

			*“Moody’s”* means Moody’s Investors Service, Inc. or its successor.

			*“Standard & Poor’s”* means Standard & Poor’s, a Division of the McGraw-Hill Companies, Inc. or its successor.

	(vi)		*Severability.* In the event any one or more of the provisions contained in this Annex shall be held illegal, invalid or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained in the Agreement shall not in any way be affected or impaired thereby.

	(vii)		*Form of Annex.* The parties hereby agree that the text of the body of this Annex is intended to be the printed form of 1994 ISDA Credit Support Annex (Security Interest — New York Law) as published and copyrighted by the International Swaps and Derivatives Association, Inc.


WRIGHT EXPRESS CORPORATION				BARCLAYS BANK PLC

By: /s/ Steven A. Elder				By: /s/ Ana M. Soriano
Name: Steven Elder				Name: Ana Soriano
Title: Treasurer				Title: Director

Exhibit 10.9

FIRST AMENDMENT

THIS FIRST AMENDMENT , dated as of March 23, 2010 (the “Amendment”) to the Schedule (“Schedule”) to the Master Agreement dated as of July 18, 2007 (the “Agreement”) between WELLS FARGO BANK, N.A. (formerly known as Wachovia Bank, National Association) (“Party A”) and WRIGHT EXPRESS CORPORATION (“Party B”) . The Agreement includes the Schedule, the Credit Support Annex (which shall become effective as of the date of the First Amendment) and all Confirmations exchanged between the parties confirming the Transactions (or Swap Transactions) thereunder. In consideration of the agreements and provisions herein contained and in reliance on the representations contained herein, the parties have agreed to amend the Agreement by this Amendment.

Accordingly, the parties agree as follows:

1.		Part 1(c) of the Schedule pertaining to the “Cross Default” provision is revised and amended to read as follows:

		“(c) The “ Cross Default” provisions of Section 5(a)(vi) of this Agreement will apply to Party A and to Party B, provided however, Section 5(a)(vi) is hereby amended by adding the following proviso to the end thereof: “provided, however, that notwithstanding the foregoing, an Event of Default shall not occur under either (1) or (2) above if the default, event of default or other similar condition or event referred to in (1) or the failure to pay referred to in (2) is caused not (even in part) by the general unavailability of funds but is caused solely due to a technical or administrative error which has been remedied within three Local Business Days after notice of such failure is given to the party.”

2.		Part 1 (c) of the Schedule pertaining to the “Threshold Amount” provision with respect to Party A and Party B is revised and amended to read as follows:

			“(c) “Threshold Amount” means with respect to Party A and Party B, an amount (including its equivalent in other currency) equal to the higher of $20,000,000 or 5% of its Shareholder Equity as reflected in its most recent financial statements.

			“Shareholder Equity” means an amount equal to a party’s total assets minus its total liabilities, as reflected on such party’s most recent audited financial statements.”

Part 4(d) of the Schedule is amended in its entirety to read as follows:

	“(d)		Multibranch Party.

			(i) Party A is a Multibranch Party and may act through its San Francisco or Charlotte Office or its London Branch, and (B) if any Confirmation for a Transaction is sent or executed by Party A without specifying its Office, it will be presumed that Party A’s Office for that Transaction is its San Francisco Office absent notice to the contrary from Party A.

			(ii) Party B is not a Multibranch Party.”

Part 4(f) of the Schedule is amended in its entirety to read as follows:

“(f)

“Credit Support Document” means the Credit Support Annex with respect to Party A and to Party B, entered into between the parties and attached hereto.”

Part 4(h) of the Schedule is amended in its entirety to read as follows:

“(h)

Governing Law & Jurisdiction. To the extent not otherwise preempted by U.S. Federal law, this Agreement will be governed by and construed in accordance with the law of the State of New York (without giving effect to any provision of New York law that would cause another jurisdiction’s laws to be applied). Section 13(b) of the Agreement is hereby amended by (i) deleting the word “non-exclusive” appearing in subparagraph (i) thereof and substituting therefor the word “exclusive” and (ii) deleting the last sentence of Section 13(b) and substituting therefor the following sentence:

“Nothing in this Agreement precludes either party from bringing Proceedings in any other jurisdiction if (A) the courts of the State of New York or the United States District Court located in the Borough of Manhattan in New York City lacks jurisdiction over the parties or the subject matter of the Proceedings or declines to accept the Proceedings on the grounds of lacking such jurisdiction; (B) the Proceedings are commenced by a party for the purpose of enforcing against the other party’s property, assets or estate any decision or judgment rendered by any court in which Proceedings may be brought as provided hereunder; (C) the Proceedings are commenced to appeal any such court’s decision or judgment to any higher court with competent appellate jurisdiction over that court’s decisions or judgments if that higher court is located outside the State of New York or Borough of Manhattan, such as a federal court of appeals or the U.S. Supreme Court; or (D) any suit, action or proceeding has been commenced in another jurisdiction by or against the other party or against its property, assets or estate (including, without limitation, any suit, action or proceeding described in Section 5(a)(vii)(4) of this Agreement), and, in order to exercise or protect its rights, interests or remedies under this Agreement, the party (1) joins, files a claim, or takes any other action, in any such suit, action or proceeding, or (2) otherwise commences any Proceeding in that other jurisdiction as the result of that other suit, action or proceeding having commenced in that other jurisdiction.”

6.		Ratification of Agreement. This Amendment shall be an amendment to the Agreement, and the Schedule, as amended hereby, shall remain in full force and effect and is hereby ratified, approved and confirmed in each and every respect.

7.		Representations. Each party represents to the other party as follows:

	(a)		it has the power to, and has taken all action necessary for it to, execute and deliver this Amendment;

	(b)		its execution and delivery of this Amendment do not violate or conflict with any law applicable to it, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets;

	(c)		all governmental and other consents that are required to have been obtained by it with respect to its execution and delivery of this Amendment have been obtained and are in full force and effect and all conditions of all such consents have been complied with;

	(d)		this Amendment is a legal, valid and binding agreement, enforceable against it in accordance with the terms of this Amendment (subject to applicable bankruptcy, reorganization, insolvency , moratorium or similar laws affecting creditors’ rights generally);

	(e)		as expressly amended hereby, the Agreement is in full force and effect; and

	(f)		the person who is authorized to execute and deliver on its behalf this Amendment is identified in the certificate being delivered by it with this Amendment (which also sets forth the title and specimen signature of that person), and the authority of each such person is set forth in the certified resolutions or other authorizing corporate action being delivered herewith (which evidence the truth and accuracy of the representation as set forth in clause (a) of this provision).

Definitions. Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings specified for such terms in the Agreement.

Entire Agreement. This Amendment constitutes the entire agreement and understanding of the parties with respect to its subject matter and supersedes all oral communications and prior writings with respect thereto.

10.

Counterparts. This Amendment may be executed and delivered in counterparts (including by facsimile transmission), each of which will be deemed an original and which together shall constitute a single agreement.

11.

Governing Law. This Amendment shall be subject to the governing law and jurisdiction provision of the Schedule to the Agreement.

IN WITNESS WHEREOF, each of the parties have caused their duly authorized officers to execute and deliver this Amendment as of the date first above written.


WELLS FARGO BANK, N.A
By:	/s/ John Miechowski
	Name:	John Miechowski
	Title:	Authorize Signatory


WRIGHT EXPRESS CORPORATION
By:	/s/ Steven A. Elder
	Name:	Steven A. Elder
	Title:	Treasurer

Exhibit 10.10

ISDA MASTER CONSOLIDATION AND AMENDMENT AGREEMENT
(the “ Agreement ”) dated as of March 23, 2010

This Agreement is entered into in connection with the merger (“ Merger ”) of Wells Fargo Bank, N.A. (“ Wells Fargo Bank ”) and Wachovia Bank, N.A. (“ Wachovia Bank ”), which Merger occurred on March 20, 2010. The survivor of the Merger was named Wells Fargo Bank, N.A.

1. Surviving Master . Wright Express Corporation (“ Counterparty ”), Wells Fargo Bank and Wachovia Bank hereby agree that:

(a)		Upon the effective date of the merger of Wells Fargo Bank and Wachovia Bank (“ Merger Effective Date ”), the ISDA Master Agreement dated July 18, 2007 between Wachovia Bank and Counterparty, as amended, restated, modified, supplemented, superseded or replaced from time to time (together with its Schedule and any related Credit Support Annex, (the “Surviving Master“ ) superseded and replaced each Legacy Agreement with the effect specified in paragraph (b) below.

		“ Legacy Agreement ” means any agreement (other than the Surviving Master) between Counterparty (including any predecessor of Counterparty whose obligations Counterparty has assumed pursuant to any merger or other combination) and Wells Fargo Bank or Wachovia Bank (including any predecessor of Wells Fargo Bank or Wachovia Bank whose obligations have been assumed pursuant to any merger or other combination) entered into before the Merger Effective Date which is substantially in the form of (i) any Interest Rate Swap Agreement, Interest Rate and Currency Exchange Agreement or Master Agreement published by the International Swaps and Derivatives Association, Inc., or (ii) any International Foreign Exchange Master Agreement, International Currency Options Market Master Agreement or International Foreign Exchange and Options Master Agreement published by the Foreign Exchange Committee; provided , however, that the term “Legacy Agreement” shall exclude any agreement of limited applicability governing one or more special purpose transactions intended by the parties thereto to be kept separate and apart from any master agreement that otherwise is intended to govern the derivatives and/or foreign exchange transactions of such parties generally.

(b)		As the result of the replacement of each Legacy Agreement by the Surviving Master:

(i)

each Legacy Agreement, together with any and all schedules, annexes, appendices, exhibits, supplements, addenda, modifications and/or amendments thereto or thereof, shall no longer be in effect from and after the Merger Effective Date, provided however that each confirmation of a transaction under any Legacy Agreement shall survive such replacement, shall be deemed a “Confirmation” under the Surviving Master, and if such confirmation refers to any Legacy Agreement, shall be deemed to refer to the Surviving Master; and

(ii)

each outstanding transaction (however described) that was governed by any Legacy Agreement shall be a “Transaction” under the Surviving Master from and after the Merger Effective Date whether or not evidenced by a confirmation (however described).

2. Surviving Support Document . Counterparty, Wells Fargo Bank and Wachovia Bank hereby agree that:

(a)		Upon the Merger Effective Date, the Credit Support Annex dated July 18, 2007 (via Amendment Agreement dated March 11, 2010 between Wachovia Bank and Counterparty (“ Surviving Support Document ”) shall be a Credit Support Document under the Surviving Master and shall supersede and replace each Legacy Support Document in its entirety as of the Agreement Consolidation Date with the effect specified in paragraph (b) below.

		“ Legacy Support Document ” means, with respect to any Legacy Agreement, any document (other than the Surviving Support Document) between Counterparty (including any predecessor of Counterparty whose obligations Counterparty has assumed pursuant to any merger or other combination) and Wells Fargo Bank or Wachovia Bank (including any predecessor of Wells Fargo Bank or Wachovia Bank whose obligations have been assumed pursuant to any merger or other combination) entered into before the Merger Effective

Date which provides for the delivery by a party to that Legacy Agreement of cash, securities or other property to secure or otherwise support that party’s obligations under that Legacy Agreement.

(b)

As the result of the replacement of each Legacy Support Document by the Surviving Support Document:

	(i)		each Legacy Support Document, together with any and all schedules, annexes, appendices, exhibits, supplements, addenda, modifications and/or amendments thereto or thereof, shall no longer be in effect from and after the Merger Effective Date except as provided herein;

	(ii)		any outstanding cash, securities or other property that would, but for clause (i) above, have been subject to the terms of any Legacy Support Document shall from and after the Merger Effective Date be subject to the terms of the Surviving Support Document as though transferred thereunder;

3. Amendments . Counterparty and Wells Fargo Bank hereby agree that the following amendments to the Surviving Master and the surviving Support Document took effect on the Merger Effective Date:

(a)

All references in the Surviving Master and in the surviving Support Document to Wachovia Bank (in whatever form and however designated) shall be amended to read “Wells Fargo Bank, N.A.” and all references to “Party A” therein shall be deemed a reference to Wells Fargo Bank, N.A.

(b)

Paragraph (a) of Part 4 of the Schedule to the Surviving Master shall be amended with respect to Wells Fargo Bank as “Party A” to read as follows:

Wells Fargo Bank, National Association
550 California Street, 12 ^th Floor
MAC A0112-121
San Francisco, CA 94104
Attention: Derivatives Documentation Manager
Facsimile: (415) 986-2604

(b)

Entire Agreement . This Agreement constitutes the entire agreement and understanding of the parties with respect to its subject matter and supersedes all oral communications and prior writings with respect thereto.

(c)

Counterparts. This Agreement may be executed and delivered in counterparts (including by facsimile transmission), each of which will be deemed an original and which together shall constitute a single agreement.

(d)

Governing Law and Jurisdiction. This Agreement shall be subject to the governing law and jurisdiction provisions of the Surviving Master.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date hereof by their duly authorized signatories.


WELLS FARGO BANK, N.A		WACHOVIA BANK, N.A.

By:	/s/ John Miechowski Name: John Miechowski Title: Authorize Signatory	By:	/s/ Romona Prashad Name: Romona Prashad Title: Vice President


WRIGHT EXPRESS CORPORATION
By:	/s/ Steven A. Elder
	Name:	Steven A. Elder
	Title:	Treasurer

Exhibit 10.11



(Bilateral Form)		(ISDA Agreements Subject to New York Law Only)

ISDA ^®

International Swaps and Derivatives Association, Inc.

CREDIT SUPPORT ANNEX

to the Schedule to the

ISDA MASTER AGREEMENT

dated as of July 18, 2007
between

WACHOVIA BANK, NATIONAL ASSOCIATION (“Party A”)

and

WRIGHT EXPRESS CORPORATION (“Party B”)

This Annex supplements, forms part of, and is subject to, the ISDA Master Agreement referred to above (this “Agreement”), is part of its Schedule and is a Credit Support Document under this Agreement with respect to each party.

Accordingly, the parties agree as follows: -

Paragraphs 1 — 12. Incorporation

Paragraphs 1 through 12 inclusive of the ISDA Credit Support Annex (Bilateral Form) (ISDA Agreements Subject to New York Law Only) published in 1994 by the International Swaps and Derivatives Association, Inc. are incorporated herein by reference and made a part hereof.

Paragraph 13. Elections and Variables

(a)		*Security Interest for “Obligations”* . The term *“Obligations”* as used in this Annex includes no additional obligations with respect to Party A and Party B.

(b)		*Credit Support Obligations.*

(i)

Delivery Amount, Return Amount and Credit Support Amount.

	(A)		*“Delivery Amount”* has the meaning specified in Paragraph 3(a).

	(B)		*“Return Amount”* has the meaning specified in Paragraph 3(b).

	(C)		*“Credit Support Amount”* has the meaning specified in Paragraph 3.

	(ii)		*Eligible Collateral* . The following items will qualify as *“Eligible Collateral”* for the party specified, provided that the Secured Party shall be entitled at any time, and from time to time, not to accept as Eligible Collateral any of the following which constitute Ineligible Securities as defined below:

Valuation

Party A

Party B

Percentage

(A)

Cash: U.S. Dollars in depositary account form.

YES

100

(B)

Treasury Bills : negotiable debt obligations issued by the U.S. Treasury Department having an original maturity at issuance of not more than one year.

YES

(C)

Treasury Notes : negotiable debt obligations issued by the U.S. Treasury Department having an original maturity at issuance of more than one year but not more than 10 years.

YES

(D)

Treasury Bonds : negotiable debt obligations issued by the U.S. Treasury Department having an original maturity at issuance of more than 10 years but not more than 30 years.

YES

(E)

Agency Securities : negotiable debt obligations of the Federal National Mortgage Association (FNMA), Federal Home Loan Mortgage Corporation (FHLMC) having a remaining maturity of not more than 30 years.

YES

(F)

GNMA Certificates . Mortgage-backed pass-through certificates issued by private entities, evidencing undivided interests in pools of first lien mortgages or deeds of trust on single family residences, guaranteed by the Government National Mortgage Association (GNMA) with the full faith and credit of the United States, and having an original maturity at issuance of not more than 30 years.

YES

(iii)

Other Eligible Support . Applicable. Other Eligible Support. The following items will qualify as “Other Eligible Support” for Party B only:

	(iv)		*Thresholds.*

	(A)		*“Independent Amount”* means for Party A: zero

			*“Independent Amount”* means for Party B: zero

	(B)		*“Threshold”* means, for Party A: on any date of determination, (a) the amount set forth below opposite the lower of Party A’s Credit Rating on that date, or (b) zero if on that date Party A does not have a Credit Rating or an Event of Default exists with respect to Party A:


Threshold	Credit Rating (S&P)	Credit Rating (Moody’s)
$40,000,000	AAA	Aaa
$30,000,000	AA-, AA and AA+	Aa3, Aa2 and Aa1
$20,000,000	A and A+	A2 and A1
$15,000,000	A-	A3
$10,000,000	BBB+	Baa1
zero	BBB or lower-	Baa2 or lower

			*“Threshold”* means, for Party B: $9,000,000; provided that if an Event of Default exists with respect Party B, the Threshold shall be zero.

	(C)		*“Minimum Transfer Amount”* means, for a party on any date of determination, $100,000.

	(D)		Rounding: The Delivery Amount and the Return Amount will be rounded down to the nearest integral multiple of $100,000.

(c)

Valuation and Timing.

	(i)		*“Valuation Agent”* means: Party A.

	(ii)		*“Valuation Date”* means any Local Business Day on which a demand is made before 5:00 p.m., New York time, pursuant to Paragraph 3.

	(iii)		*“Valuation Time”* means the close of business in New York City on the Local Business Day before the Valuation Date or date of calculation, as applicable; provided that the calculations of Value and Exposure will be made as of approximately the same time on the same date.

(iv)

“Notification Time” means 1:00 p.m., New York time, on a Local Business Day.

(d)

Conditions Precedent and Secured Party’s Rights and Remedies. The following Termination Event(s) will be a “Specified Condition” for the party specified (that party being the Affected Party if the Termination Event occurs with respect to that party):


	Party A	Party B
Illegality	YES	YES

provided that if the Affected Party would be entitled to receive Eligible Credit Support or Posted Credit Support but for that Specified Condition, then notwithstanding Sections 6(b)(ii) and (iii) of this Agreement, the Affected Party may designate an Early Termination Date in respect of all Affected Transactions pursuant to Section 6(b)(iv) as the result of such Termination Event regardless of whether the condition set forth in Section 6(b)(iv)(1) has been satisfied.

(e)

Substitution .

	(i)		*“Substitution Date”* has the meaning specified in Paragraph 4(d)(ii).

	(ii)		*Consent.* The Pledgor is required to obtain the Secured Party’s consent for any substitution pursuant to Paragraph 4(d).

(f)

Dispute Resolution.

	(i)		*“Resolution Time”* means 1:00 p.m., New York time, on the Local Business Day following the date on which the notice is given that gives rise to a dispute under Paragraph 5.

	(ii)		*Value.* For the purpose of Paragraphs 5(i)(C) and 5(ii), the Value of Posted Credit Support other than Cash or the Letters of Credit will be calculated based upon the mid-point between the bid and offered purchase rates or prices for that Posted Credit Support as reported on the Bloomberg electronic service as of the Resolution Time, of if unavailable, as quoted to the Valuation Agent as of the Resolution Time by a dealer in that Posted Credit Support of recognized standing selected in good faith by the Valuation Agent, which calculation shall include any unpaid interest on that Posted Credit Support.

	(iii)		*Alternative.* The provisions of Paragraph 5 will apply.

(g)

Holding and Using Posted Collateral.

	(i)		*Eligibility to Hold Posted Collateral; Custodians* .

	(A)		Party A will be entitled to hold Posted Collateral itself or through a Custodian pursuant to Paragraph 6(b), provided that the following conditions applicable to it are satisfied:

	(1)		Party A is not a Defaulting Party.

	(2)		Posted Collateral may be held only in the following jurisdictions: New York and North Carolina.

	(3)		The party or entity holding the Collateral maintains a Credit Rating of at least BBB+ from S&P and Baa1 from Moody’s.

	(4)		The Custodian is a bank or trust company having total assets in excess of $10 billion.

(B)

Party B will be entitled to hold Posted Collateral itself or through its Custodian pursuant to Paragraph 6(b), provided that the following conditions applicable to it are satisfied:

	(1)		Party B is not a Defaulting Party.

	(2)		Posted Collateral may be held only in the following jurisdictions: Any jurisdiction within the United States.

	(3)		The party or entity holding the Collateral maintains a Credit Rating of at least BBB+ from S&P and Baa1 from Moody’s.

	(4)		The Custodian is a bank or trust company having total assets in excess of $10 billion.

(ii)

Use of Posted Collateral. The provisions of Paragraph 6(c) will apply to both parties, and in addition to the other conditions set forth in Paragraph 6(c), the Secured Party’s rights under Paragraph 6(c) are subject to the condition precedent that each of the conditions set forth in Paragraph 13(g)(i) is satisfied with respect to it.

(h)

Interest Amount.

	(i)		*Interest Rate.* The *“Interest Rate”* for any day will be the Federal Funds (Effective) rate published in N.Y. Federal Reserve Statistical Release H.15(519) for that day (or if that day is not a New York Business Day, then for the next preceding New York Business Day).

			For the purpose of computing the Interest Amount, the amount of interest computed for each day of the Interest Period shall not be subject to compounding.

	(ii)		*Transfer of Interest Amount* . The Transfer of the Interest Amount will be made on the first Local Business Day of each calendar month and on any Local Business Day that Posted Collateral in the form of Cash is Transferred to the Pledgor pursuant to Paragraph 3(b).

	(iii)		*Alternative to Interest Amount.* The provisions of Paragraph 6(d)(ii) will apply.

(i)

Additional Representation(s). Not applicable.

(j)

Other Eligible Support and Other Posted Support. Other Eligible Support and Other Posted Support in the form of a Letter of Credit shall be subject to the following provisions (“ L/C Provisions ”), the rights and remedies of which shall be in addition to, and not in limitation of, those provided in the Agreement, including this Annex. As used in these L/C Provisions, references to Secured Party are to the beneficiary of the relevant Letter of Credit, and references to Pledgor are to the other party on whose behalf that Letter of Credit is issued (whether it or its Credit Support Provider is the account party responsible for reimbursing the issuer for any draws).

(i) Letters of credit shall be in the form of Exhibit A to this Credit Support Annex or such other form as Secured Party agrees to accept as security under the Agreement (each, a “ Letter of

			Credit ”). The costs and expenses (including the reasonable costs, expenses, and external attorneys’ fees of Secured Party) of establishing, renewing, substituting, canceling, increasing, or reducing the amount of, any Letters of Credit shall be borne by Pledgor.

	(ii)		Each Letter of Credit shall (A) be a U.S. dollar denominated, irrevocable, transferable, standby letter of credit maintained for the benefit of Secured Party and expiring not earlier than a year after its issuance, (B) be issued by a Qualified Institution for the account of Pledgor or its Credit Support Provider, (C) be governed by the UCP 590, (D) provide for Secured Party to draw upon the Letter of Credit up to the face amount of the Letter of Credit in an amount equal to all obligations of Pledgor that have become due and remain unpaid under the Agreement (after giving effect to any applicable notice requirement or grace period), or upon the entire undrawn portion of an expiring Letter of Credit when the proceeds thereof are to be held as Posted Collateral hereunder as described in clause (vi) below, (E) provide for drawings to be made upon the Letter of Credit upon submission to the bank issuing the Letter of Credit of one or more certificates specifying the amounts Secured Party would then be entitled to draw in accordance with the requirements of the Letter of Credit, and (F) contain such other terms as are reasonably required by the issuing bank and are reasonably satisfactory to Secured Party.

	(iii)		For purposes of this Annex, the Value of any Letter of Credit at any time shall be the undrawn balance of that Letter of Credit that Secured Party would then be entitled to draw under that Letter of Credit in accordance with the requirements of the Letter of Credit assuming that amount were to have become due by Pledgor under the Agreement and remained unpaid, provided that the Value of any Letter of Credit shall be zero if (A) the issuer of such Letter of Credit indicates its intent not to renew such Letter of Credit, (B) at least twenty Business Days prior to the expiration of such Letter of Credit, such bank either (1) fails to issue a notice of renewal to Secured Party, or (2) if such Letter of Credit is not renewable by its terms, fails to replace such Letter of Credit with a Letter of Credit that will be available for drawing by Secured Party in the same amount for at least another year and will otherwise meet the requirements of these L/C Provisions, or (C) a Disqualifying Event occurs and is continuing with respect to such issuer or Letter of Credit.

	(iv)		Subject to the terms and conditions of this Annex, as one method of meeting its Delivery Amount obligations under Paragraph 3(a) of this Annex, Pledgor may increase the amount of an outstanding Letter of Credit by Transferring to Secured Party an amended or substitute Letter of Credit from the relevant issuer having a Value in the required amount, and as one method of exercising its Return Amount rights under Paragraph 3(b) of this Annex, Pledgor may decrease the amount of an outstanding Letter of Credit by Transferring to Secured Party an amended or substitute Letter of Credit from the relevant issuer having a Value in the permitted amount (or such other Eligible Credit Support with such Value) in accordance with the provisions of Paragraph 4(d) of this Annex, and for that purpose the proviso to Paragraph 4(d)(ii) shall be deemed not to apply to the Letter of Credit to be returned .

	(v)		In order for Secured Party to meet its Return Amount obligations under Paragraph 3(b) of this Annex, if the items of Posted Credit Support specified by Pledgor to be Transferred by Secured Party pursuant to Paragraph 3(b) include one or more Letters of Credit and the Value of all such items of Posted Credit Support to be returned would exceed the Return Amount, then subject to the terms and conditions of this Annex, Secured Party shall Transfer only those items that in the aggregate have a Value not greater than the Return Amount, and in the absence of instructions from Pledgor as to which of such items of Posted Credit Support to select, Secured Party shall use its discretion in selecting which of such specified items are to be Transferred such that the Return Amount is not exceeded.

	(vi)		Not later than the 20th Business Day prior to the expiration of a Letter of Credit, Pledgor shall either (A) renew or cause the renewal of that Letter of Credit, or (B) Transfer to Secured Party a substitute Letter of Credit meeting the requirements of these L/C Provisions (or with other Eligible Credit Support) having a Value at least equal to the undrawn portion of such expiring Letter of Credit, failing which (1) an amount in U.S. dollars equal to such undrawn portion shall become immediately due and payable by Pledgor to Secured Party to be held under this Annex by Secured Party as Posted Collateral subject to its terms and conditions, and (2) Secured Party may immediately draw on the entire undrawn portion of such expiring Letter of Credit to satisfy such payment obligation. The parties acknowledge and agree that such right of Secured Party to draw upon such expiring Letter of Credit has been established in lieu of treating such failure by Pledgor to comply with the foregoing as an Event of Default entitling Secured Party to the remedies set forth in the Agreement, provided that if the issuer of such Letter of Credit fails to honor Secured Party’s duly submitted draw under such Letter of Credit for such outstanding undrawn balance, an Event of Default under Section 5(a)(iii) of the Agreement will be deemed to have occurred with respect to Pledgor.

	(vii)		Without limiting the applicability of any other Event of Default or the parties’ rights and remedies under the Agreement (including this Annex):

			(A) It shall be an Event of Default with respect to Pledgor under Section 5(a)(iii) of the Agreement if a Disqualifying Event occurs and Pledgor fails to provide Secured Party, on or before the first Local Business Day (or the third Local Business Day if clause (i) of the definition of Disqualifying Event is solely applicable) after Secured Party notifies Pledgor of such Disqualifying Event, with a substitute Letter of Credit meeting the requirements of these L/C Provisions issued by another bank reasonably acceptable to Secured Party or with such other Eligible Credit Support, in either case having a Value equal to the face amount of such outstanding Letter of Credit.

			(B) For purposes of Paragraph 8(a) of this Annex, the rights and remedies that Secured Party shall be entitled to exercise pursuant to Paragraph 8(a)(ii) with respect to Letters of Credit shall include the right to exercise any and all rights and remedies of a beneficiary under any and all Letters of Credit, whether under the terms thereof or pursuant to Laws and Regulations, including the right to draw on any Letter of Credit issued for its benefit and realize upon and apply the proceeds thereof to reduce or satisfy the obligations of the Pledgor or Credit Support Provider under the Agreement or the relevant Credit Support Document, free from any claim or right of any nature whatsoever of the Pledgor or its Credit Support Provider except in respect of any surplus as provided in Paragraph 8(c) of this Annex.

	(viii)		As used in this Annex:

			“ *Disqualifying Event* ” means, for any outstanding Letter of Credit, the occurrence of any of the following events: (i) the issuer of such Letter of Credit ceases to be a Qualified Institution; (ii) such issuer fails to comply with or perform its obligations under such Letter of Credit if such failure shall be continuing after the lapse of any applicable grace period; (iii) such issuer shall disaffirm, disclaim, repudiate or reject, in whole or in part, or challenge the validity of, such Letter of Credit; or (iv) any event specified in Section 5(a)(vii) of the Agreement shall occur with respect to such issuer (for such purpose, issuer being deemed a Credit Support Provider of the Pledgor).

			“ *Qualified Institution* ” means a bank organized under the laws of the United States (or any state or a political subdivision thereof) or the U.S. branch of a foreign bank acceptable to Party A, in each case

			having at least $10 billion in total assets and maintaining with respect to it or for its long term unsecured and unsubordinated debt, deposit or certificate of deposit obligations a rating of at least A- from Standard & Poor’s Ratings Services (a division of McGraw-Hill, Inc.) or its successor, and rating of at least A3 from Moody’s Investors Service, Inc. or its successor.

			“ *Relevant Entity* ” means, with respect to Pledgor, the Credit Support Provider of Pledgor, and with respect to Secured Party, Secured Party A.

			“ *Transfer* ” means, for purposes of these L/C Provisions, delivery by Pledgor or return by the Secured Party, as the case may be, of the relevant Letter of Credit in its physical executed form as an original document, to such address as the other party shall specify for that purpose, which in the case of any return of a Letter of Credit, shall be either to the Pledgor or to the issuer of the Letter of Credit, and the obligation of Pledgor to Transfer a Letter of Credit shall include the obligation of Pledgor to cause the Transfer of the relevant Letter of Credit by the issuer.

(ix)

Certain Rights and Remedies.

	(1)		*Secured Party’s Rights and Remedies.* For purposes of Paragraph 8(a)(ii), the Secured Party may draw on any outstanding Letter of Credit (Other Posted Support) in an amount equal to any amounts payable by the Pledgor with respect to any Obligations.

	(2)		*Pledgor’s Rights and Remedies.* For purposes of Paragraph 8(b)(ii), (i) the Secured Party will be obligated immediately to Transfer any Letter of Credit (Other Posted Support) to the Pledgor and (ii) the Pledgor may do any one or more the following: (x) to the extent that the Letter of Credit (Other Posted Support) is not Transferred to the Pledgor as required pursuant to (i) above, Set-off any amounts payable by the Pledgor with respect to any Obligations against any such Letter of Credit (Other Posted Support) held by the Secured Party up to the full amount drawable thereunder and to the extent its rights to Set-off are not exercised, withhold payment of any remaining amounts payable by the Pledgor with respect to any Obligations, up to the sum of the Value of any remaining Posted Collateral and the Value of any Letter of Credit (Other Posted Support) held by the Secured Party, until any such Posted Collateral and such Letter of Credit (Other Posted Support) is transferred to the Pledgor; and (y) exercise rights and remedies available to the Pledgor under the terms of the Letter of Credit.

	(v)		*Additional Definitions.* As used in this Annex:

			*“Credit Rating”* means, for a party or entity on any date of determination, (a) the Long-Term Counterparty Rating then assigned to it by Standard & Poor’s Ratings Services, a division of the McGraw-Hill Companies, Inc. (“S&P”) or the Counterparty Rating then assigned to it by Moody’s Investors Service (“Moody’s " ), or (b) if a party does not have either a Long-Term Counterparty Rating assigned to it by S&P or a Counterparty Rating assigned to it by Moody’s, then its Credit Rating will be the respective rating then assigned to its unsecured and unsubordinated long-term debt or deposit obligations by either S&P or Moody’s. If such ratings are assigned by both S&P and Moody’s, then its Credit Rating will be the lower of such ratings.

			*“Ineligible Securities”* means any obligations, securities, certificates or instruments that (i)

			are denominated in a currency other than U.S. Dollars, (ii) are issued other than in Federal Reserve book entry form, or (iii) constitute or include structured notes or other structured debt instruments, real estate mortgage investment conduits, collateralized mortgage obligations, guaranteed mortgage certificates, interest-only securities, principal-only securities or any securities representing interests in, or are composed in whole or in part of, residual or high risk mortgage derivatives or other derivatives.

			*“Letter of Credit”* shall mean an irrevocable, transferable, standby Letter of Credit, substantially in the form of Exhibit A, issued by a major U.S. commercial bank or a U.S. branch office of a foreign bank with a Credit Rating of at least “A” by S&P or “A2” by Moody’s, acceptable to the party in whose favor the Letter of Credit is issued and fully enforceable and not the subject of any action to restrain or attempting to restrain payment thereunder and with an expiry date not earlier than 90 days after the date of Transfer of the letter of credit to Party A.

			*“Letter of Credit Default”* shall mean with respect to an outstanding Letter of Credit, the occurrence of any of the following events: (i) the issuer of such Letter of Credit shall fail to maintain a Credit Rating of at least “A” by S&P or “A2” by Moody’s, (ii) the issuer of the Letter of Credit shall fail to comply with or perform its obligations under such Letter of Credit if such failure shall be continuing after the lapse of any applicable grace period; (iii) the issuer of such Letter of Credit shall disaffirm, disclaim, repudiate or reject, in whole or in part, or challenge the validity of, such Letter of Credit; (iv) such Letter of Credit shall expire or terminate, or shall fail or cease to be in full force and effect at any time during the term of any Transaction under this Agreement; or (v) any event analogous to an event specified in Section 5(a)(vii) of this Agreement shall occur with respect to the issuer of such Letter of Credit; provided, however, that no Letter of Credit Default shall occur in any event with respect to a Letter of Credit after the time such Letter of Credit is required to be canceled or returned to the Pledgor in accordance with the terms of this Annex. Paragraph 7(i) of this Annex is hereby modified to apply to failures to Transfer Letters of Credit, as well as the items listed therein.

(k)		*Demands and Notices.* All demands, specifications and notices under this Annex will be made to a party as follows unless otherwise specified from time to time by that party for purposes of this Annex in a written notice given to the other party:

		To Party A:

		WACHOVIA BANK, NATIONAL ASSOCIATION 201 S College St Coll Mgmt — D1100-060 Charlotte, NC 28244-0002 Attn: James Collins, Collateral Management Fax: 704-715-4566 Phone: 704-715-4721 Email: collateral.mgmt@wachovia.com

		To Party B:

		WRIGHT EXPRESS CORPORATION 97 Darling Avenue

South Portland, Maine 04106

Attention: Steven Elder

Fax: (207) 523-7104
Phone: (207) 53-7769

(l)

Addresses for Transfers.

	(i)		For each Transfer hereunder to Party A, instructions will be provided by Party A for that specific Transfer.

	(ii)		For each Transfer hereunder to Party B, instructions will be provided by Party B for that specific Transfer.

(m)

Other Provisions .

	(i)		*Exposure* . All calculations of “Exposure” under this Annex shall include all Transactions (whether or not evidenced by a Confirmation).

	(ii)		*Grace Period* . Clause (i) of Paragraph 7 is hereby amended by deleting the words “two Local Business Days” and substituting therefor “one Local Business Day”.

IN WITNESS WHEREOF the parties have executed this Credit Support Annex as of the date hereof.

WACHOVIA BANK, NATIONAL ASSOCIATION


By: Name:		/s/ Romona Prashad Romona Prashad
Title:		Vice President

WRIGHT EXPRESS CORPORATION


By: Name:		/s/ Steven A. Elder Steven Elder
Title:		Treasurer

Exhibit A
To Credit Support Annex

ISSUE DATE:
L/C NO.:
APPLICANT REFERENCE NO.:

APPLICANT:
[ ]

BENEFICIARY:
WACHOVIA BANK, NATIONAL ASSOCIATION

EXPIRY DATE:

AMOUNT : USD
( DOLLARS AND 00/100)

WE HEREBY ESTABLISH THIS IRREVOCABLE STANDBY LETTER OF CREDIT NO. IN FAVOR OF THE ABOVE MENTIONED BENEFICIARY FOR AN AGGREGATE AMOUNT NOT TO EXCEED USD , EXPIRING AT OUR COUNTERS WITH OUR CLOSE OF BUSINESS ON .

THIS LETTER OF CREDIT IS AVAILABLE AT SIGHT WITH BANK OF AMERICA, N.A. AGAINST PRESENTATION OF:

1 — BENEFICIARY’S DATED STATEMENT PURPORTEDLY SIGNED BY ONE OF ITS OFFICIALS INDICATING THIS LETTER OF CREDIT NUMBER AND READING AS FOLLOWS:

“WE CERTIFY THAT SUCH AMOUNTS ARE DUE PURSUANT TO THE TERMS OF THE ISDA MASTER AGREEMENT DATED , 2010 BY AND BETWEEN WELLS FARGO BANK, NATIONAL ASSOCIATION AND [ ] AS MAY BE AMENDED AND/OR MODIFIED FROM TIME TO TIME.”

2 — ORIGINAL LETTER OF CREDIT AND ALL CORRESPONDING AMENDMENTS, IF ANY.

SWIFT DEMANDS FOR PAYMENT ARE ALLOWED. IN THE EVENT OF A FULL OR FINAL DRAWING THE ORIGINAL STANDBY LETTER OF CREDIT WILL BE RETURNED BY OVERNIGHT COURIER AT TIME OF SWIFT PRESENTATION.

IT IS A CONDITION OF THIS LETTER OF CREDIT THAT IT WILL BE AUTOMATICALLY EXTENDED FOR AN ADDITIONAL PERIOD OF ONE YEAR FROM THE PRESENT OR ANY FUTURE EXPIRY DATE HEREOF UNLESS WE SEND NOTICE TO YOU, IN WRITING, AT THE ABOVE STATED ADDRESS AND TO WELLS FARGIO BANK, NA, STANDBY LETTER OF CREDIT DEPARTMENT, 401 LINDEN STREET, WINSTON SALEM, NC 27101, AT LEAST 30 DAYS PRIOR TO ANY SUCH EXPIRY DATE THAT WE ELECT NOT TO EXTEND THIS LETTER OF CREDIT FOR ANY SUCH ADDITIONAL PERIOD. HOWEVER IN NO EVENT SHALL THIS LETTER OF CREDIT BE EXTENDED BEYOND THE FINAL EXPIRY DATE OF .

THIS LETTER OF CREDIT IS TRANSFERABLE IN ITS ENTIRETY (BUT NOT IN PART), AND [ ] ONLY IS AUTHORIZED TO ACT AS THE TRANSFERRING BANK. WE SHALL NOT RECOGNIZE ANY TRANSFER OF THIS LETTER OF CREDIT UNTIL THIS ORIGINAL LETTER OF CREDIT TOGETHER WITH ANY AMENDMENTS AND A SIGNED AND COMPLETED TRANSFER FORM, ATTACHED HERETO, IS RECEIVED BY US. TRANSFER CHARGES ARE FOR ACCOUNT OF THE APPLICANT . THE CORRECTNESS OF THE SIGNATURE AND TITLE OF THE PERSON SIGNING THE TRANSFER FORMS MUST BE VERIFIED BY YOUR BANK. IN CASE OF ANY TRANSFER UNDER THIS LETTER OF CREDIT, THE DRAFT AND ANY REQUIRED STATEMENT MUST BE EXECUTED BY THE TRANSFEREE. THIS LETTER OF CREDIT MAY NOT BE TRANSFERRED TO ANY PERSON WITH WHICH THE U.S. PERSONS ARE PROHIBITED FROM DOING BUSINESS UNDER U.S. FOREIGN ASSETS CONTROL REULATION OR OTHER APPLICABLE U.S. LAWS AND REGULATIONS.

WE HEREBY AGREE WITH THE BENEFICIARY THAT ALL DRAFTS DRAWN UNDER AND IN COMPLIANCE WITH THE TERMS AND CONDITIONS OF THIS LETTER OF CREDIT WILL BE DULY HONORED.

THIS IRREVOCABLE STANDBY LETTER OF CREDIT IS ISSUED SUBJECT TO THE INTERNATIONAL STANDBY PRACTICES 1998, INTERNATIONAL CHAMBER OF COMMERCE PUBLICATION NO 590 (ISP 98) AND AS TO MATTERS NOT ADDRESSED BY THE ISP98 THIS LETTER OF CREDIT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.

THE NUMBER AND THE DATE OF OUR CREDIT AND THE NAME OF OUR BANK MUST BE QUOTED ON ALL DRAFTS REQUIRED.

ALL DRAWINGS AND CORRESPONDENCE IN CONNECTION WITH THIS LETTER OF CREDIT ARE TO BE DIRECTED TO [ Bank Name ], ATTENTION STANDBY LETTER OF CREDIT DEPT. [ Bank Address ]. CUSTOMER INQUIRY NUMBER IS (XXX) XXX-XXXX.

Exhibit 10.12

Following is the form of confirmation evidencing the purchase and sale by the Company of put and call option contracts from and to Wells Fargo Bank, N.A., on the price of Diesel Fuel.

CONFIRMATION OF COMMODITY COLLAR OPTION
CASH SETTLED


To:		Wright Express Corporation (“Counterparty”)
Attention:
Email:
From:		Wells Fargo Bank, N.A. (“Wells Fargo”)
Telephone:
Fax:
Ref. No:

Dear Steve Elder & Frank Douglas:

This confirms the terms of the Transaction described below between Counterparty and Wells Fargo. The definitions and provisions contained in the 2005 ISDA Commodity Definitions, as published by the International Swaps and Derivatives Association, Inc., are incorporated into this Confirmation. In the event of any inconsistency between those definitions and provisions and this Confirmation, this Confirmation will govern.

1. The terms of the particular Transaction to which the Confirmation relates are as follows:


Notional Quantity per Calculation Period:		For a Calculation Period, the amount set forth opposite that Calculation Period on Schedule I hereto.
Total Notional Quantity:		GAL
Commodity:		As per the Commodity Reference Price
Trade Date:
Effective Date:
Termination Date:
Put Buyer/Call Seller:		Counterparty
Put Seller/Call Buyer:		Wells Fargo
Option Style:		Asian
Option Type:		Collar
Total Premium:		Inapplicable
Calculation Period:		Each calendar month, from and including the Effective Date to and including the Termination Date.

Commodity Reference Price:		“DIESEL FUEL-WEEKLY RETAIL ON-HIGHWAY (U.S.)-EIA” means that the price for a Pricing Date will be that day’sSpecified Price per gallon of the Weekly Retail On-Highway Diesel Price for Region “U.S.”, for delivery on the Delivery Date, stated in U.S. Dollars, published by the U.S. Department of Energy at http://tonto.eia.doe.gov/oog/info/wohdp/diesel.asp or any successor URL that reports prices effective on that PricingDate
Specified Price:		Floating Price: For each Calculation Period, the simple arithmetic mean of the Commodity Reference Price published on, if any, or otherwise before, each Pricing Date. Commodity Reference Price means the Weekly


		Retail On-Highway Diesel Prices — Average All Types for Region “US” as published weekly by or at the direction of the US Department of Energy (currently found at http://tonto.eia.doe.gov/oog/info/wohdp/diesel.asp), adjusted to negate the effect of any Tax Event.

		For purposes of this Transaction, the parties agree that the following Additional Market Disruption Event shall apply: Tax vent, provided that such Tax Event shall be defined as follows: the imposition of, change in or removal of an excise, severance, sales, use, value-added, environmental, emissions, transfer, stamp, documentary, recording or similar tax on, or measured by reference to, Diesel (other than a tax on, or measured by reference to overall gross or net income) by or at the direction of the federal government (or agency or organ thereof) after the Trade Date, if the direct effect of such imposition, change or removal is to raise (a “Tax Increase”) or lower (a “Tax Decrease”) the Commodity Reference Price from what it would have been without that imposition, change or removal. If the Calculation Agent determines that a Tax Event has occurred and exists, the Reset Price specified below shall apply.

		Reset Price: Commodity Reference Price, plus any Tax Decrease or less any Tax Increase, as applicable. The parties agree for purposes hereof, that the Market Disruption Event specified in Section 7.4(c)(vi) of the 2005 ISDA Commodity Definitions, “Tax Disruption”, shall not apply to this Transaction.
Pricing Date(s):		Each Commodity Business Day on which the Commodity Reference Price is published for the relevant Calculation Period
Delivery Date:		Spot Martke
Call Strike Price:		USD per GAL
Put Strike Price:		USD GAL
Procedure for Exercise:
Expiration Date(s):		In respect of a Calculation Period, the Expiration Date is the last Pricing Date for the relevant Calculation Period.
Automatic Exercise:		Applicable
Cash Settlement:		Applicable
Cash Settlement Amount:		The following amounts shall be payable with respect to each Calculation Period:

		If the Floating Price for a Calculation Period is greater than the Call Strike Price, then the Call Seller shall pay to the Call Buyer on the Settlement Date of that Calculation Period an amount equal to the product of (i) the difference between such Floating Price and the Call Strike Price, times (ii) the Notional Quantity for that Calculation Period.

		If the Floating Price for a Calculation Period is less than the Put Strike Price, then the Put Seller shall pay to the Put Buyer on the Settlement Date of that Calculation period an amount equal to the product of (i) the difference between such Floating Price and the Put Strike Price, times (ii) the Notional Quantity for that Calculation Period.
Payment Date(s):		For a Calculation Period, the Payment Dates set forth opposite that Calculation Period on Schedule I hereto.
Business Day:		New York
Disruption Fallback(s):		1) Negotiated Fallback
		2) Calculation Agent Determination

2. Rounding:

All amounts resulting from the calculation of the Floating Price(s) shall be rounded as follows:

(a) if the relevant unit of measure is MMBtus, MWH, GJs, LB, or Gallons, then the Floating price shall be rounded to the nearest four decimal places (with 0.00005 being rounded upwards (e.g. 0.33334 being rounded down to 0.3333 and 0.33335 being rounded up to 0.3334)).

(b) if the relevant unit of measure is Barrels or Metric Tonnes and the Commodity is not Natural Gas Liquid, then the Floating Price shall be rounded to the nearest three decimal places (with 0.0005 being rounded upwards (e.g. 0.3334 being rounded down to 0.333 and 0.3335 being rounded up to 0.334)).

(c) if the relevant unit of measure is Barrels and the Commodity is Natural Gas Liquid, then the floating Price shall be rounded to the nearest five decimal places (with 0.000005 being rounded upwards (e.g. 0.333334 being rounded down to 0.33333 and 0.333335 being rounded up to 0.33334)).

3. The additional provisions of this Confirmation are as follows:


Calculation Agent:		Wells Fargo
Payment Instructions:		Wells Fargo Bank, N.A.
		CIB Group, ABA 053000219
		Ref: Derivative Desk (Trade No: N1220229)
		Account #: 04659360006116
Wells Fargo Contacts:		Settlement and/or Rate Resets:
		Tel: 1-800-249-3865
		Fax: 1-704-383-8429

		Documentation:
		Tel: 704-715-7051
		Fax: 704-383-9139

		Collateral:
		Tel: (704) 427-5785
		Fax: (704) 427-5480

		Please quote transaction reference number.
Payments to Counterparty:		Please quote transaction reference number.
		Per your standing payment instructions or debit authorization if provided to Wells Fargo, as relevant. If not provided, please contact us in order for payment to be made. Phone: 1-800-249-3865 Fax: 1-704-383-8429

Documentation:

This Confirmation supplements, forms part of, and is subject to, the Master Agreement between Wells Fargo and Counterparty dated as of July 18, 2007, as amended and supplemented from time to time (the “Master Agreement”). All provisions contained or incorporated by reference in the Master Agreement will govern this Confirmation except as expressly modified herein.

Please confirm that the foregoing correctly sets forth the terms of our agreement by executing a copy of this Confirmation and returning it to us.

Very truly yours,
Wells Fargo Bank, N.A.

Ref. No. N376851

Accepted and Confirmed as of date first
written above:
Wright Express Corporation
By:
Name:
Title:

Schedule I


	Notional Quantity per
Calculation Period	Calculation Period	Payment Dates
(from and including, to and including)
to	GAL
to	GAL
to	GAL
to	GAL

EXHIBIT 31.1

CERTIFICATION

I, Michael E. Dubyak, certify that:

	1.		I have reviewed this quarterly report on Form 10-Q of Wright Express Corporation;

	2.		Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

	3.		Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

	4.		The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	a)		Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b)		Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c)		Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	d)		Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

	a)		All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b)		Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: April 30, 2010
/s/ Michael E. Dubyak
Michael E. Dubyak President and Chief Executive Officer

EXHIBIT 31.2

CERTIFICATION

I, Melissa D. Smith, certify that:

	1.		I have reviewed this quarterly report on Form 10-Q of Wright Express Corporation;

	2.		Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

	3.		Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

	4.		The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	a)		Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b)		Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c)		Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	d)		Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

	a)		All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b)		Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: April 30, 2010
/s/ Melissa D. Smith
Melissa D. Smith
CFO and Executive Vice President, Finance and Operations

EXHIBIT 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of Wright Express Corporation (the “Company”) on Form 10-Q for the period ending March 31, 2010 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael E. Dubyak, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


/s/ Michael E. Dubyak
Michael E. Dubyak
President and Chief Executive Officer
April 30, 2010

EXHIBIT 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of Wright Express Corporation (the “Company”) on Form 10-Q for the period ending March 31, 2010 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Melissa D. Smith, CFO and Executive Vice President, Finance and Operations of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



/s/ Melissa D. Smith
Melissa D. Smith
CFO and Executive Vice President, Finance and Operations
April 30, 2010

Valuation

Party A

Party B

Percentage

Letters of Credit

100% unless either (i) a Letter of Credit Default shall apply with respect to such Letter of Credit or (ii) twenty (20) or fewer Local Business Days remain prior to the expiration of such Letter of Credit, in which case the Valuation Percentage shall be 0.