Wright Express CORP (Form: 10-Q, Received: 08/05/2008 07:01:08)

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 June 30, 2008


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 incorporation or organization)		(I.R.S. Employer 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.

Yes þ No o

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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ

Accelerated filer o

Non-accelerated filer o
(Do not check if a smaller reporting company)

Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes o No þ

There were 38,810,131 shares of the registrant’s common stock outstanding as of August 1, 2008.

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.		- 13 -

Item 3. Quantitative and Qualitative Disclosures About Market Risk.		- 20 -

Item 4. Controls and Procedures.		- 20 -

PART II-OTHER INFORMATION

Item 1. Legal Proceedings.		- 21 -

Item 1A. Risk Factors.		- 21 -

Item 4. Submission of Matters to a Vote of Security Holders.		- 21 -

Item 6. Exhibits.		- 22 -

SIGNATURE		- 23 -
Ex-10.1 Amended and Restated Non-Employee Directors Deferred Compensation Plan
Ex-10.2 Amended and Restated 2005 Equity and Incentive Plan
Ex-10.3 Form of Non-Employee Director Long Term Incentive Program Award Agreement
Ex-10.4 Form of Non-Employee Director Long Term Incentive Program Award Agreement
Ex-31.1 Section 302 Certification of CEO
Ex-31.2 Section 302 Certification of CFO
Ex-32.1 Section 906 Certification of CEO
Ex-32.2 Section 906 Certification of CFO

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. These 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 the performance by us 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; financial loss if we determine it necessary to unwind our derivative instrument position prior to the expiration of the contracts; our failure to maintain or renew key agreements; failure to expand our technological capabilities and service offerings as rapidly as our competitors; the actions of regulatory bodies, including bank regulators; risks related to the undertaking of or consummation of corporate transactions; as well as other risks and uncertainties as identified in Item 1A of our Annual Report for the year ended December 31, 2007, filed on Form 10-K with the Securities and Exchange Commission on February 28, 2008. Our forward-looking statements and these factors do not reflect the potential future impact of any 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.

- 2 -

PART I

Item 1. Financial Statements.

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


	June 30,			December 31,
	2008			2007
	(unaudited)

Assets
Cash and cash equivalents	$	47,580		$	43,019
Accounts receivable (less reserve for credit losses of $14,944 in 2008 and $9,466 in 2007)		1,582,939			1,070,273
Income taxes receivable		—			3,320
Available-for-sale securities		10,130			9,494
Property, equipment and capitalized software (net of accumulated depreciation of $50,195 in 2008 and $43,384 in 2007)		46,812			45,537
Deferred income taxes, net		301,291			283,092
Goodwill		313,853			294,365
Other intangible assets, net		34,090			20,932
Other assets		18,799			15,044


Total assets	$	2,355,494		$	1,785,076


Liabilities and Stockholders’ Equity
Accounts payable	$	692,306		$	363,189
Accrued expenses		31,093			35,310
Income taxes payable		1,197			—
Deposits		727,726			599,089
Borrowed federal funds		74,991			8,175
Revolving line-of-credit facility		218,900			199,400
Fuel price derivatives, at fair value		119,318			41,598
Other liabilities		3,421			4,544
Amounts due to Avis under tax receivable agreement		310,405			319,512
Preferred stock; 10,000 shares authorized:
Series A non-voting convertible, redeemable preferred stock; 0.1 shares issued and outstanding		10,000			10,000


Total liabilities		2,189,357			1,580,817

Commitments and contingencies (Note 7)

Stockholders’ Equity
Common stock $0.01 par value; 175,000 shares authorized, 40,944 in 2008 and 40,798 in 2007 shares issued; 38,808 in 2008 and 39,625 in 2007 shares outstanding		409			408
Additional paid-in capital		99,448			98,174
Retained earnings		134,984			144,839
Other comprehensive (loss) income, net of tax:
Net unrealized loss on available-for-sale securities		(110	)		(49	)
Net unrealized loss on interest rate swaps		(1,545	)		(1,417	)
Net foreign currency translation adjustment		7			15


Accumulated other comprehensive (loss) income		(1,648	)		(1,451	)

Less treasury stock at cost, 2,136 shares in 2008 and 1,173 shares in 2007		(67,056	)		(37,711	)


Total stockholders’ equity		166,137			204,259


Total liabilities and stockholders’ equity	$	2,355,494		$	1,785,076

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						Six months ended
	June 30,						June 30,
	2008			2007			2008			2007

Revenues
Payment processing revenue	$	86,909		$	66,973		$	157,520		$	121,167
Transaction processing revenue		5,255			3,652			9,235			7,127
Account servicing revenue		7,589			6,328			15,011			12,508
Finance fees		7,419			6,566			15,070			12,132
Other		4,066			2,454			7,348			4,861


Total revenues		111,238			85,973			204,184			157,795

Expenses
Salary and other personnel		18,316			15,699			35,434			31,828
Service fees		5,860			3,440			10,706			7,111
Provision for credit losses		10,823			3,043			21,219			9,306
Technology leasing and support		2,206			2,262			4,378			4,602
Occupancy and equipment		1,998			1,502			3,850			3,096
Depreciation and amortization		4,935			3,338			9,426			6,640
Operating interest expense		9,278			8,946			18,086			15,867
Other		6,874			5,096			13,069			9,795


Total operating expenses		60,290			43,326			116,168			88,245


Operating income		50,948			42,647			88,016			69,550

Financing interest expense		(3,016	)		(3,001	)		(6,117	)		(6,131	)
Loss on extinguishment of debt		—			(1,572	)		—			(1,572	)
Net realized and unrealized losses on fuel price derivatives		(87,336	)		(9,639	)		(97,910	)		(20,329	)
Decrease in amount due to Avis under tax receivable agreement		—			78,904			—			78,904


(Loss) income before income taxes		(39,404	)		107,339			(16,011	)		120,422

Income taxes		(15,021	)		90,985			(6,156	)		95,731


Net (loss) income		(24,383	)		16,354			(9,855	)		24,691

Changes in available-for-sale securities, net of tax effect of $(62) and $(34) in 2008 and $(53) and $(48) in 2007		(113	)		(95	)		(61	)		(87	)
Changes in interest rate swaps, net of tax effect of $589 and $(67) in 2008 and $(42) and $(162) in 2007		1,054			(61	)		(128	)		(234	)
Foreign currency translation		2			—			(8	)		—


Comprehensive (loss) income	$	(23,440	)	$	16,198		$	(10,052	)	$	24,370


(Loss) earnings per share:
Basic	$	(0.63	)	$	0.41		$	(0.25	)	$	0.61
Diluted	$	(0.63	)	$	0.40		$	(0.25	)	$	0.60

Weighted average common shares outstanding:
Basic		38,857			39,995			39,084			40,170
Diluted		38,857			41,084			39,084			40,853

See notes to condensed consolidated financial statements.

- 4 -

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


	Six months ended
	June 30,
	2008			2007

Cash flows from operating activities
Net (loss) income	$	(9,855	)	$	24,691
Adjustments to reconcile net (loss) income to net cash used for operating activities:
Net unrealized loss on fuel price derivatives		77,720			14,582
Stock-based compensation		2,831			2,146
Depreciation and amortization		9,577			7,223
Loss on extinguishment of debt		—			1,572
Deferred taxes		(18,098	)		92,766
Provision for credit losses		21,219			9,306
Loss on disposal of property and equipment		62			—
Changes in operating assets and liabilities, net of effects of acquisition:
Accounts receivable		(494,489	)		(341,407	)
Other assets		(2,003	)		(1,995	)
Accounts payable		286,776			136,082
Accrued expenses		(4,606	)		(4,305	)
Income taxes		4,166			(4,300	)
Other liabilities		(1,137	)		308
Amounts due to Avis under tax receivable agreement		(9,107	)		(89,948	)


Net cash used for operating activities		(136,944	)		(153,279	)

Cash flows from investing activities
Purchases of property and equipment		(8,660	)		(8,621	)
Purchases of available-for-sale securities		(1,589	)		(70	)
Maturities of available-for-sale securities		858			515
Acquisition, net of cash acquired		(31,540	)		—


Net cash used for investing activities		(40,931	)		(8,176	)

Cash flows from financing activities
Excess tax benefits from equity instrument share-based payment arrangements		112			1,279
Payments in lieu of issuing shares of common stock		(2,076	)		(1,152	)
Proceeds from stock option exercises		356			2,240
Net increase in deposits		128,637			205,052
Net increase (decrease) in borrowed federal funds		66,816			(40,046	)
Net borrowings on revolving line-of-credit facility		19,500			164,600
Loan origination fees paid for revolving line-of-credit facility		(1,556	)		(998	)
Net repayments on 2005 revolving line-of-credit facility		—			(20,000	)
Repayments on term loan		—			(131,000	)
Purchase of shares of treasury stock		(29,345	)		(20,643	)


Net cash provided by financing activities		182,444			159,332

Effect of exchange rates on cash and cash equivalents		(8	)		—


Net change in cash and cash equivalents		4,561			(2,123	)
Cash and cash equivalents, beginning of period		43,019			35,060


Cash and cash equivalents, end of period	$	47,580		$	32,937


Supplemental cash flow information
Interest paid	$	24,437		$	20,309
Income taxes paid	$	7,318		$	5,871

Significant non-cash transactions:
Capitalized software licensing agreement	$	—		$	2,872

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 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, 2007. 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 and six-month periods ended June 30, 2008, are not necessarily indicative of the results that may be expected for the year ending December 31, 2008.

Recently Adopted Accounting Standards

The Company adopted Statement of Financial Accounting Standards (“SFAS”) No. 157, Fair Value Measurements , as of January 1, 2008. SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. This Statement requires, among other things, the Company’s valuation techniques used to measure fair value to maximize the use of observable inputs and minimize the use of unobservable inputs. This change resulted in no impact to January 1, 2008, retained earnings.

In conjunction with the adoption of SFAS No. 157, the Company adopted SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities , as of January 1, 2008. SFAS No. 159 provides an option for most financial assets and liabilities to be reported at fair value on an instrument-by-instrument basis with changes in fair value reported in earnings. After initial adoption, the election is made at the acquisition of a financial asset, financial liability, or a firm commitment and it may not be revoked. The Company has not elected to report certain financial instruments and other items at fair value as permitted by the SFAS No. 159 transition provisions. The adoption of this Statement therefore had no impact to January 1, 2008, retained earnings.

New Accounting Pronouncements

In December 2007, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements . SFAS No. 160 amends Accounting Research Bulletin No. 51, Consolidated Financial Statements , to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. SFAS No. 160 is effective for the Company on January 1, 2009. Currently, the Company has no noncontrolling interests in any of its subsidiaries.

Also in December 2007, the FASB issued SFAS No. 141(R), Business Combinations . SFAS No. 141(R) requires an acquirer to recognize the assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree at the acquisition date, measured at their fair values as of that date. It requires acquisition-related costs and restructuring costs that the acquirer expects but is not obligated to incur to be recognized separately from the acquisition. SFAS No. 141(R) modifies the criteria for the recognition of contingencies as of the acquisition date. It also provides guidance on subsequent accounting for acquired contingencies. SFAS No. 141(R) is effective for business acquisitions for which the acquisition date is on or after January 1, 2009, the first day of the Company’s annual reporting period beginning after December 15, 2008. The Company may not apply it before that date.

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities — an amendment of FASB Statement No. 133 . SFAS No. 161 requires enhanced disclosures about an entity’s derivative and hedging activities. Under this Statement, entities are required to disclose how and why an entity uses derivative instruments, how derivative instruments and related hedged items are accounted for under SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, and its related interpretations, and how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. SFAS No. 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. The Company is evaluating the impact, if any, the adoption of SFAS No. 161 will have on its financial statement disclosures.

- 6 -

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

2. Acquisitions

Acquisition of TelaPoint, Inc. In August 2007, the Company acquired the stock of TelaPoint, Inc. (“TelaPoint”) for approximately $40,000 cash. The Company purchased TelaPoint in order to take advantage of its browser-based supply chain software solutions for bulk petroleum distributors and retailers.

Acquisition of Pacific Pride Services, Inc. In February 2008, the Company acquired certain assets of Pacific Pride Services, Inc. (“Pacific Pride”) for approximately $32,000 cash. Pacific Pride’s franchise network encompasses more than three-hundred thirty independent fuel franchisees who issue their own Pacific Pride commercial fueling cards to fleet customers. These cards provide access to fuel at more than one thousand Pacific Pride and strategic partner locations in the U.S. and Canada. This transaction has been treated as an acquisition of assets for tax purposes; therefore, there is no original basis difference between the book and tax basis balance sheets. The Company has allocated the purchase price of the acquisition based upon the preliminary fair values of the assets acquired and liabilities assumed. In connection with the fair valuing of the assets acquired and liabilities assumed, management performed preliminary assessments of intangible assets using customary valuation procedures and techniques.

The operations for each of these acquisitions are reported within the results of the Company’s fleet segment from the acquisition date. The operations subsequent to the acquisitions, individually and in the aggregate, did not have a material effect on the Company’s financial position, results of operations or cash flows.

No pro forma information has been included in these financial statements as the results of operations of TelaPoint and Pacific Pride for the three and six month periods ended June 30, 2007, were not material to the Company’s reported revenues, net income or earnings per share.

The purchase prices and related allocations for the TelaPoint and Pacific Pride acquisitions have not been finalized. The Company is not aware of any information that indicates the final purchase price allocations will differ materially from the preliminary estimates, although the Company expects to complete any outstanding asset valuations no later than one year from the date of acquisition.

The following is a reconciliation of the cost of the Pacific Pride acquisition with the net assets acquired and the allocation to goodwill:





Consideration paid (including acquisition costs and net of cash acquired)	$	31,540
Less:
Accounts receivable		39,396
Accounts payable		(42,341	)
Other tangible assets, net		148
Software		300
Non-compete agreement		100
Customer relationships		13,400
Trademarks and trade names		1,400


Recorded goodwill	$	19,137

- 7 -

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

3. Goodwill and Other Intangible Assets

The changes in goodwill during the period January 1 to June 30, 2008 were as follows:



	Fleet		MasterCard
	Segment		Segment		Total

Goodwill, beginning of period	$	284,652	$	9,713	$	294,365
Adjustment to allocation of purchase price for TelaPoint acquisition		351		—		351
Acquisition of Pacific Pride		19,137		—		19,137


Goodwill, end of period	$	304,140	$	9,713	$	313,853

During the period January 1 to June 30, 2008, no goodwill was written off due to impairment.

The changes in intangible assets during the period January 1 to June 30, 2008 were as follows:



	Net Carrying							Net Carrying
	Amount,							Amount,
	Beginning of							End of
	Period		Acquisitions			Amortization		Period

Definite-lived intangible assets
Software	$	8,755	$	300	^(a)	$	360	$	8,695
Non-compete agreement		—		100	^(b)		—		100
Customer relationships		9,156		13,400	^(c)		1,682		20,874

Indefinite-lived intangible assets
Trademarks and trade names		3,021		1,400			—		4,421

Total	$	20,932	$	15,200		$	2,042	$	34,090


^(a)		The software intangible asset acquired during the first quarter of 2008 has a weighted average life of 2.0 years.

^(b)		The non-compete agreement intangible asset acquired during the first quarter of 2008 has a weighted average life of 1.0 years.

^(c)		The customer relationships intangible asset acquired during the first quarter of 2008 has a weighted average life of 4.9 years.

The Company expects amortization expense related to the definite-lived intangible assets above as follows: $2,474 for July 1, 2008 through December 31, 2008; $4,324 for 2009; $3,773 for 2010; $3,387 for 2011; $2,876 for 2012; and $2,463 for 2013.

Other intangible assets consist of the following:



	June 30, 2008							December 31, 2007
	Gross							Gross
	Carrying		Accumulated			Net Carrying		Carrying		Accumulated			Net Carrying
	Amount		Amortization			Amount		Amount		Amortization			Amount

Definite-lived intangible assets
Software	$	9,300	$	(605	)	$	8,695	$	9,000	$	(245	)	$	8,755
Non-compete agreement		100		—			100		—		—			—
Customer relationships		23,400		(2,526	)		20,874		10,000		(844	)		9,156


	$	32,800	$	(3,131	)		29,669	$	19,000	$	(1,089	)		17,911


Indefinite-lived intangible assets
Trademarks and trade names							4,421							3,021


Total						$	34,090						$	20,932

- 8 -

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

4. 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 and six months ended June 30, 2008 and 2007:



	Three months ended					Six months ended
	June 30,					June 30,
	2008			2007		2008			2007

(Loss) income available for common stockholders — Basic	$	(24,383	)	$	16,354	$	(9,855	)	$	24,691
Convertible, redeemable preferred stock		—			173		—			—


(Loss) income available for common stockholders — Diluted	$	(24,383	)	$	16,527	$	(9,855	)	$	24,691


Weighted average common shares outstanding — Basic		38,857			39,995		39,084			40,170
Unvested restricted stock units		—			526		—			549
Stock options		—			119		—			134
Convertible, redeemable preferred stock		—			444		—			—


Weighted average common shares outstanding — Diluted		38,857			41,084		39,084			40,853


The following were not included in Weighted average common shares outstanding — Diluted because they are anti-dilutive:
Unvested restricted stock units		405			—		438			—
Stock options		41			—		45			—
Convertible, redeemable preferred stock		444			—		444			444

5. Fair Value

Effective January 1, 2008, the Company adopted SFAS No. 157. This standard establishes a consistent framework for measuring fair value and expands disclosure requirements about fair value measurements. SFAS No. 157, among other things, requires the Company to maximize the use of observable inputs when measuring fair value. The Company recorded no change to January 1, 2008, retained earnings as a result of adopting SFAS No. 157.

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. The Company carries certain of its liabilities at fair value, specifically its derivative liabilities. 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.

- 9 -

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		Significant
			in Active		Other		Significant
			Markets for		Observable		Unobservable
	June 30,		Identical Assets		Inputs		Inputs
	2008		(Level 1)		(Level 2)		(Level 3)

Assets:

Mortgage-backed securities	$	4,337	$	—	$	4,337	$	—
Asset-backed securities		1,499		—		1,499		—
Municipal bonds		402		—		402		—
Equity securities		3,892		3,892		—		—


Total available-for-sale securities	$	10,130	$	3,892	$	6,238	$	—


Executive deferred compensation plan trust ^(a)	$	1,896	$	1,896	$	—	$	—


Liabilities:

July 2007 interest rate swap arrangements with a base rate of 5.20% and an aggregate notional amount of $80,000	$	1,896	$	—	$	1,896	$	—
August 2007 interest rate swap arrangement with a base rate of 4.73% and a notional amount of $25,000		513		—		513		—


Total interest rate swap arrangements ^(b)	$	2,409	$	—	$	2,409	$	—


Fuel price derivatives — diesel	$	44,807	$	—	$	44,807	$	—
Fuel price derivatives — unleaded fuel		74,511		—		74,511		—


Total fuel price derivatives ^(c)	$	119,318	$	—	$	119,318	$	—


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

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

^(c)		The following table presents additional information about the fuel price derivatives:



				Weighted-Average Price ⁽²⁾
	Percentage ⁽¹⁾			Floor		Ceiling

For the period July 1, 2008 through September 30, 2008		90	%	$	2.53	$	2.59
For the period October 1, 2008 through December 31, 2008		90	%	$	2.50	$	2.56
For the period January 1, 2009 through March 31, 2009		90	%	$	2.58	$	2.64
For the period April 1, 2009 through June 30, 2009		90	%	$	2.67	$	2.73
For the period July 1, 2009 through September 30, 2009		90	%	$	2.86	$	2.92
For the period October 1, 2009 through December 31, 2009		90	%	$	3.02	$	3.08
For the period January 1, 2010 through March 31, 2010		60	%	$	3.17	$	3.23
For the period April 1, 2010 through June 30, 2010		30	%	$	3.16	$	3.22


⁽¹⁾		Represents the percentage of the Company’s forecasted earnings subject to fuel price variations to which the fuel price derivatives pertain.

⁽²⁾		Weighted-average price is the Company’s estimate of the retail price equivalent of the underlying strike price of the fuel price derivatives.

6. Financing Debt

On May 29, 2008, the Company entered into an incremental amendment agreement (the “Incremental Amendment Agreement”) of the Company’s existing credit facility (the “Credit Agreement”) to increase the aggregate unsecured revolving line-of-credit from $350 million to $450 million. This commitment increase, provided pursuant to terms already present in the Credit Agreement, permitted the Company to increase its revolving credit facility up to $100 million. The Company incurred $1,556 in loan origination fees in conjunction with entering into the Incremental Amendment Agreement. These fees have been recorded as other assets on the consolidated balance sheet and are being amortized on a straight-line basis over the remaining term of the Credit Agreement. All other provisions of the Credit Agreement remain unchanged.

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

7. 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.

8. 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. In February 2008, the Company acquired Pacific Pride. The operations of this entity have been included in the fleet segment. 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 (loss) or income adjusted for fair value changes of fuel price derivatives and the amortization of acquired intangible assets. These adjustments are reflected net of the tax impact.

The following table presents the Company’s reportable segment results for the three months ended June 30, 2008 and 2007:



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

Three months ended June 30, 2008
Fleet	$	104,004	$	8,553	$	4,722	$	12,699	$	21,222
MasterCard		7,234		725		213		769		1,223


Total	$	111,238	$	9,278	$	4,935	$	13,468	$	22,445


Three months ended June 30, 2007
Fleet	$	80,381	$	8,292	$	3,178	$	91,527	$	18,182
MasterCard		5,592		654		160		577		1,044


Total	$	85,973	$	8,946	$	3,338	$	92,104	$	19,226

The following table presents the Company’s reportable segment results for the six months ended June 30, 2008 and 2007:



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

Six months ended June 30, 2008
Fleet	$	191,002	$	16,639	$	9,008	$	22,817	$	38,094
MasterCard		13,182		1,447		418		1,090		1,750


Total	$	204,184	$	18,086	$	9,426	$	23,907	$	39,844


Six months ended June 30, 2007
Fleet	$	147,270	$	14,614	$	6,322	$	100,100	$	32,445
MasterCard		10,525		1,253		318		881		1,578


Total	$	157,795	$	15,867	$	6,640	$	100,981	$	34,023

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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 (loss) income:



	Three months ended						Six months ended
	June 30,						June 30,
	2008			2007			2008			2007

Adjusted net income	$	22,445		$	19,226		$	39,844		$	34,023
Unrealized losses on fuel price derivatives		(74,145	)		(3,991	)		(77,720	)		(14,582	)
Amortization of acquired intangible assets		(1,172	)		—			(2,042	)		—
Tax impact		28,489			1,119			30,063			5,250


Net (loss) income	$	(24,383	)	$	16,354		$	(9,855	)	$	24,691

9. Subsequent Events

On July 25, 2008, the Company’s board of directors approved an increase of $75 million to the Company’s current share repurchase authorization and extended the share repurchase program to July 25, 2010. Management is now authorized to purchase up to $150 million of the Company’s common stock. As of July 25, 2008, the Company had approximately $83 million available under the share repurchase program.

On July 30, 2008, the Company entered into a definitive agreement to acquire the assets of Financial Automation Limited (FAL), a New Zealand-based provider of fuel card processing software solutions for approximately $9 million in cash, to be financed through the Company’s existing credit facility. The transaction is expected to close before the end of the third quarter of 2008.

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

We intend for this discussion to provide you with information that will assist you 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 financial statements as of December 31, 2007, the notes accompanying those financial statements as contained in our Annual Report on Form 10-K filed with the SEC on February 28, 2008 and in conjunction with the unaudited condensed consolidated financial statements and notes in Item 1 of Part I of this report.

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. The MasterCard products are used by businesses to facilitate purchases of products and utilize our information management capabilities.

Summary

Below are some key items from the second quarter of 2008:

	•		Total fleet transactions processed increased 16 percent from the second quarter of 2007 to 72.9 million. Payment processing transactions increased 5 percent to 55.9 million, and transaction processing transactions increased 72 percent to 17.0 million. The increase in transaction processing transactions is primarily from our acquisition of Pacific Pride during the first quarter of 2008.

	•		Average expenditure per payment processing transaction increased 31 percent to $78.72 from $60.10 for the same period last year. This increase was predominantly driven by higher average retail fuel prices. The average fuel price per gallon during the three months ended June 30, 2008, was $3.96, a 34 percent increase over the same period last year.

	•		Realized losses on our fuel price derivatives were $13.2 million compared to realized losses of $5.6 million for the second quarter of 2007.

	•		Credit losses in the fleet segment were $10.1 million for the three months ended June 30, 2008, versus $3.0 million for the three months ended June 30, 2007. Credit losses in the fleet segment for the three months ended March 31, 2008, totaled $9.8 million. The current quarter’s provision for credit losses is consistent with the results of the preceding quarter and management expectations. We continue to have success managing our credit exposure with our proprietary credit scoring and collection tools. While we cannot totally limit our exposure to losses in a period of economic decline, we do have a positive history of continued customer payment in economic downturns. Our fleet customers overall remain more than 99 percent current.

	•		Total MasterCard purchase volume grew $158 million to $623 million for the three months ended June 30, 2008, an increase of 34 percent over the same period last year. Growth was primarily driven by spend on single use account cards.

	•		We did not repurchase any shares of our common stock during the second quarter of 2008.

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Results of Operations

Fleet

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



(in thousands, except per transaction and per gallon data)	Three months ended												Six months ended
	June 30,						Increase (decrease)						June 30,						Increase (decrease)
	2008			2007			Amount			Percent			2008			2007			Amount			Percent

Revenues
Payment processing revenue	$	80,217		$	61,776		$	18,441			30	%	$	145,292		$	111,383		$	33,909			30	%
Transaction processing revenue		5,255			3,652			1,603			44	%		9,235			7,127			2,108			30	%
Account servicing revenue		7,570			6,310			1,260			20	%		14,974			12,473			2,501			20	%
Finance fees		7,328			6,483			845			13	%		14,908			11,951			2,957			25	%
Other		3,634			2,160			1,474			68	%		6,593			4,336			2,257			52	%


Total revenues		104,004			80,381			23,623			29	%		191,002			147,270			43,732			30	%

Total operating expenses		55,048			39,355			15,693			40	%		105,826			80,179			25,647			32	%


Operating income		48,956			41,026			7,930			19	%		85,176			67,091			18,085			27	%

Financing interest expense		(3,016	)		(3,001	)		(15	)		1	%		(6,117	)		(6,131	)		14			—	%
Loss on extinguishment of debt		—			(1,572	)		1,572		NM				—			(1,572	)		1,572		NM
Net realized and unrealized losses on fuel price derivatives		(87,336	)		(9,639	)		(77,697	)	NM				(97,910	)		(20,329	)		(77,581	)	NM
Decrease in amount due to Avis under tax receivable agreement		—			78,904			(78,904	)	NM				—			78,904			(78,904	)	NM


(Loss) income before income taxes		(41,396	)		105,718			(147,114	)		(139	)%		(18,851	)		117,963			(136,814	)		(116	)%
Income taxes		(15,790	)		90,408			(106,198	)		(117	)%		(7,246	)		94,850			(102,096	)		(108	)%

Net (loss) income	$	(25,606	)	$	15,310		$	(40,916	)		(267	)%	$	(11,605	)	$	23,113		$	(34,718	)		(150	)%


Key operating statistics
Payment processing revenue:
Payment processing transactions		55,940			53,181			2,759			5	%		109,165			103,740			5,425			5	%
Average expenditure per payment processing transaction	$	78.72		$	60.10		$	18.62			31	%	$	72.27		$	54.85		$	17.42			32	%
Average price per gallon of fuel	$	3.96		$	2.95		$	1.01			34	%	$	3.61		$	2.70		$	0.91			34	%

Transaction processing revenue:
Transaction processing transactions		16,962			9,881			7,081			72	%		28,539			19,265			9,274			48	%

Account servicing revenue:
Average number of vehicles serviced ^(a)		4,476			4,368			108			2	%		4,465			4,333			132			3	%


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

NM		Not meaningful.

Revenues

Payment processing revenue increased $18.4 million for the three months ended June 30, 2008, compared to the same period last year, due to the following:

	•		A 34 percent increase in the average price per gallon of fuel resulted in $21.4 million of additional revenue.

	•		A 5 percent increase in payment processing transactions resulted in additional revenues of $3.2 million.

These increases were offset by the following:

•

An 11 basis point decline in the net payment processing rate resulted in a $4.5 million decrease in revenue. Our payment processing fees are generally based upon a percentage of the total transaction amount; however, they may also be based on a fixed amount charged per transaction. The fixed component of these fees is a contributing factor to the decline in our net payment processing rate.

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•

A 2 percent decrease in gallons per transaction resulted in lower revenues of $1.5 million.

Payment processing revenue increased $33.9 million for the six months ended June 30, 2008, compared to the same period last year, due to the following:

	•		A 34 percent increase in the average price per gallon of fuel resulted in $38.6 million of additional revenue.

	•		A 5 percent increase in payment processing transactions resulted in additional revenues of $5.8 million.

These increases were offset by the following:

	•		An 11 basis point decline in the net payment processing rate resulted in an $8.6 million decrease in revenue. As discussed above, our payment processing fees have a fixed component. The fixed component of these fees is a contributing factor to the decline in our net payment processing rate.

	•		A 2 percent decrease in gallons per transaction resulted in lower revenues of $1.8 million.

Declines in payment processing rates for both the three and six month periods ended June 30, 2008, as compared to the same periods in 2007, were due to higher fuel prices and increased rebates to large customers. Going forward we anticipate the payment processing rate to drop reflecting re-negotiated rates with merchants and a continuation of rebates to large customers. In addition, we expect one customer to shift from a payment processing relationship to a transaction processing relationship in the third quarter.

Transaction processing revenue increased $1.6 million for the three months ended June 30, 2008, compared to the same period in 2007, and increased $2.1 million for the six months ended June 30, 2008, as compared to the same period in 2007. These increases in revenue, as well as the increases in transaction processing transactions, are due to the acquisition of Pacific Pride during the first quarter of 2008.

Account servicing revenue increased $1.3 million for the three months ended June 30, 2008, compared to the same period in 2007, and increased $2.5 million for the six months ended June 30, 2008, as compared to the same period in 2007. These increases in revenue are primarily due to the acquisition of TelaPoint during the third quarter of 2007.

Our finance fees have increased $0.8 million for the three months ended June 30, 2008, as compared to the same period in 2007, and increased $3.0 million for the six months ended June 30, 2008, as compared to the same period in 2007. These increases in late fees correlate to the increase in our average accounts receivable balance subject to late fees.

Operating Expenses

Changes in operating expenses for the three months ended June 30, 2008, as compared to the corresponding period a year ago, include the following:

	•		Salary and other personnel expenses increased $2.5 million. The prior year period does not have expenses related to TelaPoint, which was acquired in August 2007, and Pacific Pride, which was acquired in February 2008. Salary and other personnel expenses related to these acquisitions totaled $1.1 million. Additional stock-based compensation and short-term incentive programs contributed $0.6 million to the increase. The remaining change was related to multiple line items, such as medical and dental benefits, travel, recruitment and contractors, none of which were individually significant.

	•		Service fees increased $1.9 million. This increase included $0.8 million for costs associated with an acquisition that did not materialize, $0.4 million for legal and consulting fees related to the investigation of additional market opportunities and $0.3 million related to Pacific Pride. The remaining change was related to multiple line items, none of which were individually significant.

	•		Credit losses increased $7.1 million. 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 22.8 basis points of Fuel Expenditures compared to 9.3 basis points of Fuel Expenditures for the same period last year. The increase was driven by higher charge-offs in our fleet portfolios. Charge-offs, net of recoveries, were $4.6 million higher compared to the same period in 2007. The remaining increase in the provision is primarily the result of higher reserve rates and accounts receivable balances.

- 15 -

	•		Depreciation and amortization expenses increased $1.6 million due to the addition of capital assets as we enhance our product features and functionality and from the amortization of intangible assets related to the acquisitions of TelaPoint and Pacific Pride.

	•		Operating interest expense increased $0.2 million. Our average operating debt balance, which consists of our deposits and borrowed federal funds, totaled $699.4 million for the second quarter of this year as compared to our average operating debt balance of $569.6 million for the second quarter of 2007. While a decrease in weighted average interest rates to 4.3 percent from 5.3 percent a year ago resulted in a decrease to operating interest expense of $1.5 million, our increased borrowings, again attributable to higher Fuel Expenditures for the period, caused overall operating interest expense to increase. Changes in interest rates and Fuel Expenditures may create volatility in our operating interest expense.

Changes in operating expenses for the six months ended June 30, 2008, as compared to the corresponding period a year ago, include the following:

	•		Salary and other personnel expenses increased $3.4 million. The prior year period does not have expenses related to TelaPoint, which was acquired in August 2007, and Pacific Pride, which was acquired in February 2008. Salary and other personnel expenses related to these acquisitions totaled $1.6 million. Additional stock-based compensation and short-term incentive programs contributed $0.9 million to the increase. The remaining change was related to multiple line items, such as medical and dental benefits, travel, recruitment and contractors, none of which were individually significant.

	•		Service fees increased $2.8 million. This increase included $0.9 million for costs associated with acquisitions that did not materialize, $0.5 million for tax and accounting service fee increases, $0.4 million for legal and consulting fees related to the investigation of additional market opportunities and $0.3 million related to Pacific Pride. The remaining change was related to multiple line items, none of which were individually significant.

	•		Credit losses increased $11.1 million. Credit losses were 25.2 basis points of Fuel Expenditures compared to 15.5 basis points of Fuel Expenditures for the same period last year. The increase was driven by higher charge-offs in our fleet portfolios. Charge-offs, net of recoveries, were $7.2 million higher compared to the same period in 2007. The remaining increase in the provision is primarily the result of higher reserve rates and accounts receivable balances.

	•		Depreciation and amortization expenses increased $2.7 million due to the addition of capital assets as we enhance our product features and functionality and from the amortization of intangible assets related to the acquisitions of TelaPoint and Pacific Pride.

	•		Operating interest expense increased $2.0 million. Our average operating debt balance for the first half of this year totaled $642.6 million as compared to our average operating debt balance of $506.3 million for the first half of 2007. While a decrease in weighted average interest rates to 4.6 percent from 5.3 percent in same period last year resulted in a decrease to operating interest expense of $1.7 million, our increased borrowings caused overall operating interest expense to increase.

We own fuel-price sensitive derivative instruments that we purchase on a periodic basis to manage the impact of volatility in fuel prices on our cash flows. We have historically locked in about 90 percent of our forecasted earnings subject to full price variations every quarter on a rolling basis. We intend to reduce the percentage to approximately 80 percent. Our derivative instruments do not qualify for hedge accounting under Statement of Financial Accounting Standards (“SFAS”) No. 133, Accounting for Derivative Instruments and Hedging Activities . Accordingly, gains and losses on our fuel price-sensitive derivative instruments, whether they are realized or unrealized, affect our net income. The following table illustrates the relationship between our realized and unrealized losses, the estimated collar range and the average fuel price for each period covered:



	Three months ended June 30,						Six months ended June 30,
(in thousands, except per gallon data)	2008			2007			2008			2007

Realized losses	$	(13,191	)	$	(5,648	)	$	(20,190	)	$	(5,747	)
Unrealized losses		(74,145	)		(3,991	)		(77,720	)		(14,582	)


Net realized and unrealized losses on fuel price derivatives	$	(87,336	)	$	(9,639	)	$	(97,910	)	$	(20,329	)


Collar range:
Floor	$	2.59		$	2.29		$	2.56		$	2.29
Ceiling	$	2.65		$	2.36		$	2.62		$	2.36

Average fuel price	$	3.96		$	2.95		$	3.61		$	2.70

- 16 -

The difference between the average ceiling price on the derivative instruments and actual average fuel price was greater in the three and six months of 2008 as compared to the difference in the corresponding periods in 2007. The realized and unrealized losses and related changes from period over period, shown in the table above, were a result of these differences in fuel prices.

The effective income tax rate for the three and six months ended June 30, 2008, is not comparable to the same periods in the prior year. On June 7, 2007, the State of Maine enacted a law effective for tax years beginning on or after January 1, 2007, which changed the State’s rules for apportioning income related to the performance of services. The new law effectively reduced our overall blended statutory income tax rates, the amount of our deferred tax assets, and the amount of the related contractual liability to Avis. The effect of this lower state income tax rate on our existing deferred tax assets resulted in a charge to the provision for income taxes of $80.9 million during the second quarter of 2007. Under the terms of our Tax Receivable Agreement with Avis, a significant portion of this charge was offset by $78.9 million of non-operating income resulting from decreasing our contractual liability to Avis.

MasterCard

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



(in thousands)	Three months ended									Six months ended
	June 30,				Increase (decrease)					June 30,				Increase (decrease)
	2008		2007		Amount		Percent			2008		2007		Amount			Percent

Revenues
Payment processing revenue	$	6,692	$	5,197	$	1,495		29	%	$	12,228	$	9,784	$	2,444			25	%
Account servicing revenue		19		18		1		6	%		37		35		2			6	%
Finance fees		91		83		8		10	%		162		181		(19	)		(10	)%
Other		432		294		138		47	%		755		525		230			44	%


Total revenues		7,234		5,592		1,642		29	%		13,182		10,525		2,657			25	%

Total operating expenses		5,242		3,971		1,271		32	%		10,342		8,066		2,276			28	%


Operating income		1,992		1,621		371		23	%		2,840		2,459		381			15	%
Income taxes		769		577		192		33	%		1,090		881		209			24	%

Net income	$	1,223	$	1,044	$	179		17	%	$	1,750	$	1,578	$	172			11	%


Key operating statistics
Payment processing revenue:
MasterCard purchase volume	$	622,844	$	464,425	$	158,419		34	%	$	1,148,543	$	849,579	$	298,964			35	%

Payment processing revenue and the related operating expenses increased due to higher MasterCard purchase volume, primarily driven by new business from our single use account card. Offsetting a portion of the increase in payment processing revenue during 2008 was an increase in rebates as some of our customers have reached higher payout tiers.

Operating expenses have increased in the following areas:

	•		Service fee expenses are based on a purchase volume which has increased period over period primarily due to the new business from our single use account card.

	•		The provision for credit loss was higher by $0.7 million for the three months ended June 30, 2008, and $0.8 million for the six months ended June 30, 2008, as compared to the same periods last year. The increases were predominantly the result of higher reserve rates.

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Liquidity, Capital Resources and Cash Flows

Our primary source of liquidity is management operating cash, which we define as cash from operations adjusted for changes in deposits, borrowed federal funds and purchased fleet card receivables. Management operating cash is not a measure in accordance with generally accepted accounting principles (“GAAP”). During the first six months of 2008, we generated approximately $58.5 million in management operating cash as compared to approximately $11.7 million of management operating cash generated during the first six months of 2007.

In addition to the $58.5 million of management operating cash we generated during the first six months of 2008, we also borrowed an additional $19.5 million on our revolving credit facility. These cash increases were offset by a $31.5 million use of cash to acquire the assets of Pacific Pride and a $29.3 million use of cash to purchase treasury stock during the first six months of 2008.

Management Operating Cash

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, management considers 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 used for operating activities as presented on the condensed consolidated statement of cash flows in accordance with GAAP.

The table below reconciles net cash used for operating activities to management operating cash:



	Six months ended
	June 30,
	2008			2007

Net cash used for operating activities	$	(136,944	)	$	(153,279	)
Net increase in deposits		128,637			205,052
Net increase (decrease) in borrowed federal funds		66,816			(40,046	)


Management operating cash	$	58,509		$	11,727

The increase in our accounts receivable is predominantly a result of the 34 percent increase in the price per gallon of fuel. We expect that our accounts receivable balance will continue to fluctuate with changes in the average price per gallon of fuel.

Our bank subsidiary, FSC, utilizes certificates of deposit to finance our accounts receivable. FSC issues certificates of deposit in denominations of $100,000 or less in various maturities ranging between three months and three years and with fixed interest rates ranging from 3.0 percent to 5.5 percent as of June 30, 2008. The interest rates on these certificates of deposit have lowered over the past few months. Approximately one-quarter of our certificate of deposit portfolio will mature in the third quarter of 2008. The weighted average yield on these maturing certificates of deposits is 4.2 percent. As of June 30, 2008, we had approximately $728 million of deposits outstanding. Certificates of deposit are subject to regulatory capital requirements. Beyond these capital requirements, there is no limit on the total certificates of deposit that FSC may issue.

FSC also utilizes federal funds lines of credit to supplement the financing of our accounts receivable. Our available federal funds lines of credit were $160 million at December 31, 2007. One of our federal funds lines was withdrawn during the second quarter of 2008. We no longer have a relationship with the bank which had been providing us a federal funds line of credit totaling $35 million. Subsequent to that withdrawal, our total federal funds lines of credit were $125 million at June 30, 2008. We are currently in the process of replacing a portion of the amount withdrawn. We have a commitment from another bank for $15 million. At June 30, 2008, we had outstanding borrowings of approximately $75 million with an interest rate of 2.6 percent.

Short-term Liquidity

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.

On May 29, 2008, we entered into an incremental amendment agreement (the “Incremental Amendment Agreement”) of our existing credit facility (the “Credit Agreement”) to increase the aggregate unsecured revolving line-of-credit from $350 million to

- 18 -

$450 million. This commitment increase, provided pursuant to terms already present in the Credit Agreement, permitted us to increase our revolving credit facility up to $100 million. We incurred approximately $1.6 million in loan origination fees in conjunction with the Incremental Amendment Agreement. These fees are being amortized over the remaining term of the Credit Agreement. All other provisions of the Credit Agreement remain unchanged.

Our average debt balance increased to $246.7 million for the three months ended June 30, 2008, as compared to $170.0 million for the three months ended June 30, 2007. The average debt balance increased to $237.6 million for the six months ended June 30, 2008, as compared to $171.2 million for the six months ended June 30, 2007. The average interest rate decreased to 4.9 percent for the three months ended June 30, 2008, as compared to 7.1 percent for the same period last year. The average interest rate decreased to 5.2 percent for the six months ended June 30, 2008, as compared to 6.9 percent for the same period last year. The outstanding balance on our corporate credit facility at June 30, 2008, was $218.9 million.

We have a letter of credit associated with the Credit Agreement. The letter of credit reduces the amount available for borrowings and collateralizes our fuel price derivative instruments. We are assessed a fee on the liquidation value of the letter of credit. This fee was 0.7 percent at June 30, 2008. The balance of the letter of credit was $73 million at June 30, 2008.

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

Long-term Liquidity

Management assesses our long-term liquidity requirements periodically. Based on the results of these assessments, we may elect to increase our borrowing capacity or issue additional equity instruments.

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, 2007.

Purchase of Treasury Shares

The following table presents stock repurchase program activity from January 1, 2008 through June 30, 2008 and February 12, 2007 (the date of inception of the plan), through June 30, 2007:



(in thousands)	Three months ended June 30,								Six months ended June 30,
	2008				2007				2008				2007
	Shares		Cost		Shares		Cost		Shares		Cost		Shares		Cost

Treasury stock purchased		—	$	—		210.0	$	6,485		963.1	$	29,345		698.7	$	20,643

Over the last quarter we did not make any purchases of treasury shares. We were actively pursuing a business acquisition opportunity which did not materialize. In July 2008, our board of directors approved an increase of $75 million to our current share repurchase authorization. In addition, our board of directors extended the share repurchase program to July 25, 2010. We now have authorization to purchase up to $150 million of our common stock. As of July 2008 we have approximately $83 million available under the program. Share repurchases will be made on the open market and may be commenced or suspended at any time. Management, based on its evaluation of market and economic conditions and other factors, will determine the timing and number of shares repurchased.

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, 2007.

New Accounting Pronouncements

See Note 1 to the condensed consolidated financial statements of this report for further details of new accounting pronouncements not yet adopted.

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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, 2007.

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 June 30, 2008.

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 June 30, 2008, 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.

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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 second quarter of 2008. 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, 2007, 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.

Item 4. Submission of Matters to a Vote of Security Holders.

Wright Express Corporation’s Annual Meeting of Stockholders was held May 16, 2008. The following matters were voted on:

(a)

Election of three directors:


Nominees	Votes For		Votes Withheld		Broker non-votes
Rowland T. Moriarty		35,929,863		577,055		—
Ronald T. Maheu		35,932,726		574,192		—
Michael E. Dubyak		36,093,026		413,892		—

The following directors continued their terms in office:

Shikhar Ghosh
Kirk P. Pond
Jack VanWoerkom
Regina O. Sommer
G. Larry McTavish

(b)

Ratification of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year 2008:


For:			36,377,856
Against:			110,740
Abstain:			18,322
Broker non-votes:			—

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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 May 22, 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 Non-Employee Directors Deferred Compensation Plan.

* 10.2		Amended and Restated Wright Express Corporation 2005 Equity and Incentive Plan.

* 10.3		Form of Non-Employee Director Long Term Incentive Program Award Agreement (for grants received prior to December 31, 2006).

* 10.4		Form of Non-Employee Director Long Term Incentive Program Award Agreement (for grants received subsequent to December 31, 2006).

10.5		Incremental Amendment Agreement among Wright Express Corporation; Bank of America, N.A., as administrative agent, swing line lender and letter of credit issuer; Banc of America Securities LLC; SunTrust Robinson Humphrey, a division of SunTrust Capital Markets, Inc., as joint lead arrangers and joint book managers; SunTrust Bank, Inc., as syndication agent; and with other lenders (incorporated by reference to Exhibit No. 10.1 to our Current Report on Form 8-K filed with the SEC on June 3, 2008, File No. 001-32426).

* 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.

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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
August 4, 2008	By:	/s/ Melissa D. Smith
		Melissa D. Smith
		CFO and Executive Vice President, Finance and Operations (principal financial officer)

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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 May 22, 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 Non-Employee Directors Deferred Compensation Plan.

* 10.2		Amended and Restated Wright Express Corporation 2005 Equity and Incentive Plan.

* 10.3		Form of Non-Employee Director Long Term Incentive Program Award Agreement (for grants received prior to December 31, 2006).

* 10.4		Form of Non-Employee Director Long Term Incentive Program Award Agreement (for grants received subsequent to December 31, 2006).

10.5		Incremental Amendment Agreement among Wright Express Corporation; Bank of America, N.A., as administrative agent, swing line lender and letter of credit issuer; Banc of America Securities LLC; SunTrust Robinson Humphrey, a division of SunTrust Capital Markets, Inc., as joint lead arrangers and joint book managers; SunTrust Bank, Inc., as syndication agent; and with other lenders (incorporated by reference to Exhibit No. 10.1 to our Current Report on Form 8-K filed with the SEC on June 3, 2008, File No. 001-32426).

* 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.

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Exhibit 10.1

WRIGHT EXPRESS CORPORATION

AMENDED AND RESTATED
NON-EMPLOYEE DIRECTORS DEFERRED COMPENSATION PLAN

1)		Purpose . The purpose of the Wright Express Corporation Non-Employee Directors Deferred Compensation Plan (the “Plan”) is to enable directors of Wright Express Corporation (the “Company”) who are not also employees of the Company to defer the receipt of certain compensation earned in their capacity as non-employee directors of the Company.

2)		Eligibility; Participation . Directors of the Company who are not also employees of the Company or any of its subsidiaries (“Directors”) are eligible to participate in the Plan. An eligible Director may commence participation by submitting to the Committee (as defined below) or its designee, a written election to defer eligible compensation.

3)		Administration . The Plan shall be administered by the Compensation Committee of the Board of Directors of the Company (the “Committee”). The Committee shall have the authority to adopt rules and regulations for carrying out the Plan’s intent and to interpret, construe and implement the provisions thereof. Determinations made by the Committee with respect to the Plan, any deferral made hereunder and any Director’s account shall be final and binding on all persons, including but not limited to the Company, each Director participating in the Plan and such Director’s beneficiaries.

4)		Deferral of Fees . Subject to such rules and procedures that the Committee may establish from time to time, and subject to any determinations of the Company to pay compensation to Directors from time to time, a Director may elect to defer under the Plan all or a portion of his or her annual retainer fees, as well as such other fees, stipends, incentive awards and other payments determined by the Committee to be eligible for deferral from time to time that are, in each case, otherwise payable in cash and restricted stock units (or other equity-based forms of payment) in accordance with the Company’s policies as in effect from time to time (such compensation, collectively, “Fees”).

		In order to defer all or any portion of a Director’s Fees, the Director must complete a deferral election in such form, and at such time, as determined by the Committee in its sole discretion. Once a Director has elected to defer any portion of the Director’s Fees, the election shall continue in force for the remainder of the Director’s service as a member of the Board of Directors of the Company; provided, however, that a Director may revoke his or her deferral election for subsequent calendar years. Such revocation shall remain in effect until the Director submits a new deferral election pursuant to the procedures established by the Committee.

5)		Form of Deferral . The Company shall establish a separate deferred compensation

account on its books in the name of each Director who has elected to participate in the Plan. A number of Restricted Stock Units (as defined in the Company’s 2005 Equity and Incentive Plan or a successor plan) (the “Stock Plan”) payable in shares of Company common stock, par value $0.01 per share (“Company Stock”) or, in the Committee’s discretion, cash shall be credited to each such Director’s account as of each date (a “Deferral Date”) on which amounts deferred under the Plan would otherwise have been paid to such Director. The Restricted Stock Units credited to a participating Director’s account under the Plan shall be issued under the Stock Plan.

	(A)		Deferral of Cash Payments. The number of Restricted Stock Units credited to a Director’s account as of each Deferral Date shall be calculated by dividing the amount so deferred by the Fair Market Value (as defined in the Stock Plan) of a share of Company Stock as of such Deferral Date. The Restricted Stock Units so credited, shall be immediately vested and non-forfeitable and shall become payable as set forth in Section 8.

	(B)		Deferral of RSU Awards. The Director’s account shall also be credited with the number of compensatory Restricted Stock Units awarded under the Non-Employee Director Compensation Plan that the Director has elected to defer, if any. The Restricted Stock Units so credited shall be subject to such vesting and other restrictions as are set forth in such plan.

		Except as set forth herein, the terms and conditions of the Restricted Stock Units credited to Director’s accounts under the Plan shall be governed by the Stock Plan, including, but not limited to, the equitable adjustment provisions set forth in Section 5 thereof and provisions with respect to a Change in Control (as defined in the Stock Plan).

6)		Dividend Equivalents . Additional Restricted Stock Units shall be credited to a Director’s account as of each date (a “Dividend Date”) on which cash dividends and/or special dividends and distributions are paid with respect to Company Stock, provided that at least one Restricted Stock Unit is credited to such Director’s account as of the record date for such dividend or distribution. The number of Restricted Stock Units to be credited to a Director’s account under the Plan as of any Dividend Date shall equal the quotient obtained by dividing (a) the product of (i) the number of the vested and nonforfeitable Restricted Stock Units credited to such account on the record date for such dividend or distribution and (ii) the per share dividend (or distribution value) payable on such Dividend Date, by (b) the Fair Market Value of a share of Company Stock as of such Dividend Date.

7)		Restrictions of Transfer . The right of a Director or that of any other person to the payment of deferred compensation or other benefits under the Plan may not be assigned, transferred, pledged or encumbered except by will or by the laws of descent and distribution.

8)		Payment of Restricted Stock Units . Each Director (or his or her beneficiary) shall receive a one-time distribution of Common Stock with respect to all vested and nonforfeitable Restricted Stock Units then credited to the Director’s account

		under the Plan on the date which is 200 days immediately following the date upon which such Director’s service as a member of the Company’s Board of Directors terminates for any reason. The number of shares of the Company Stock payable upon such distribution shall equal the number of Restricted Stock Units credited to such Director’s account as of the date of such distribution. Fractional shares shall be payable in cash.

		If a Director dies prior to the complete distribution of his or her account, the balance of the account shall be paid as soon as practicable to the Director’s designated beneficiary or beneficiaries. A designation of beneficiary shall be made by the Director using the form prescribed by the Committee and may be changed by the Director at any time by filing a new form. If no beneficiary is designated or no designated beneficiary survives the Director, payment shall be made to the estate of the Director.

9)		Unfunded Plan: Creditor’s Rights . The Plan is intended to be an “unfunded” deferred compensation plan. The obligation of the Company under the Plan is purely contractual and benefits under the Plan shall not be funded or secured in any way. A Director or any beneficiary shall have only the interest of an unsecured general creditor of the Company in respect of the Restricted Stock Units credited to such Director’s account and benefits payable under the Plan.

10)		Successors in Interest . The obligations of the Company under the Plan shall be binding upon any successor or successors of the Company, whether by merger, consolidation, sale of assets or otherwise, and for this purpose reference herein to the Company shall be deemed to include any such successor or successors.

11)		Governing Law; Interpretation . The Plan shall be construed and enforced in accordance with, and governed by, the laws of the State of Delaware. The Company intends that transactions under the Plan shall be exempt under Rule 16b-3 promulgated under Section 16 of the Securities Exchange Act of 1934, as amended, unless otherwise determined by the Company.

12)		Termination and Amendment of the Plan . The Board of Directors of the Company may terminate the Plan at any time; provided, that termination of the Plan shall not adversely affect the rights of a Director or beneficiary thereof with respect to amounts previously deferred under the Plan without the consent of such Director and that of such Director’s beneficiary. The Board of Directors of the Company may amend the Plan at any time and from time to time; provided, however, that no such amendment shall adversely affect the rights of any Director or beneficiary thereof with respect to amounts previously deferred under the Plan.

13)		Effective Date . The Plan was initially adopted on February 16, 2005. The Plan, as amended and restated herein, shall be effective January 1, 2007.

ADOPTED ON FEBRUARY 16, 2005
APPROVED ON MAY 16, 2008 AS AMENDED AND RESTATED

Exhibit 10.2

AMENDED AND RESTATED

WRIGHT EXPRESS CORPORATION

2005 EQUITY AND INCENTIVE PLAN

Initially adopted on February 16, 2005

Amended and Restated on May 16, 2008

AMENDED AND RESTATED

WRIGHT EXPRESS CORPORATION

2005 EQUITY AND INCENTIVE PLAN


Section	Page
1. Purpose; Types of Awards; Construction		1

2. Definitions		1

3. Administration		5

4. Eligibility		6

5. Stock Subject to the Plan		6

6. Specific Terms of Awards		7

7. Change in Control Provisions		13

8. General Provisions		13

AMENDED AND RESTATED

WRIGHT EXPRESS CORPORATION

2005 EQUITY AND INCENTIVE PLAN

1. Purpose; Types of Awards; Construction .

The purposes of the Amended and Restated Wright Express Corporation 2005 Equity and Incentive Plan (the “Plan”) are to afford an incentive to non-employee directors, selected officers and other employees, advisors and consultants of Wright Express Corporation (the “Company”), or any Parent or Subsidiary of the Company that now exists or hereafter is organized or acquired, to continue as non-employee directors, officers, employees, advisors or consultants, as the case may be, to increase their efforts on behalf of the Company and its Subsidiaries and to promote the success of the Company’s business. The Plan provides for the grant of Options (including “incentive stock options” and “nonqualified stock options”), stock appreciation rights, restricted stock, restricted stock units and other stock- or cash-based awards. The Plan is designed so that Awards granted hereunder intended to comply with the requirements for “performance-based compensation” under Section 162(m) of the Code may comply with such requirements, and the Plan and Awards shall be interpreted in a manner consistent with such requirements.

2. Definitions .

For purposes of the Plan, the following terms shall be defined as set forth below:

(a) “Annual Incentive Program” means the program described in Section 6(c) hereof.

(b) “Award” means any Option, SAR, Restricted Stock, Restricted Stock Unit or Other Stock-Based Award or Other Cash-Based Award granted under the Plan.

(d) “Board” means the Board of Directors of the Company.

(e) “Cendant” means Cendant Corporation, a Delaware corporation.

(f) “Cendant Award” shall have the meaning set forth in Section 6(b)(v).

(g) “Change in Control” means a change in control of the Company, which will be deemed to have occurred if:

(i) any “person,” as such term is used in Sections 13(d) and 14(d) of the Exchange Act (other than (A) the Company, (B) any trustee or other fiduciary holding securities under an employee benefit plan of the Company, and (C) any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of Stock), is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act),

directly or indirectly, of securities of the Company representing 30% or more of the combined voting power of the Company’s then outstanding voting securities (excluding any person who becomes such a beneficial owner in connection with a transaction immediately following which the individuals who comprise the Board immediately prior thereto constitute at least a majority of the Board, the board of the entity surviving such transaction or, if the Company or the entity surviving the transaction is then a subsidiary, the board of the ultimate parent thereof);

(ii) the following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, on the Effective Date, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company’s stockholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on the Effective Date or whose appointment, election or nomination for election was previously so approved or recommended;

(iii) there is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation, other than a merger or consolidation immediately following which the individuals who comprise the Board immediately prior thereto constitute at least a majority of the Board, the board of the entity surviving such merger or consolidation or, if the Company or the entity surviving such merger is then a subsidiary, the board of the ultimate parent thereof; or

(iv) the stockholders of the Company approve a plan of complete liquidation of the Company or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets (or any transaction having a similar effect), other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, immediately following which the individuals who comprise the Board immediately prior thereto constitute at least a majority of the board of directors of the entity to which such assets are sold or disposed of or, if such entity is a subsidiary, the board of the ultimate parent thereof.

Notwithstanding the foregoing, a Change in Control shall not be deemed to have occurred by virtue of (x) a Public Offering or (y) the consummation of any transaction or series of integrated transactions immediately following which the holders of the Stock immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in an entity which owns all or substantially all of the assets of the Company immediately following such transaction or series of transactions.

(h) “Code” means the Internal Revenue Code of 1986, as amended from time to time, and the rules and regulations promulgated thereunder.

(i) “Committee” means the committee established by the Board to administer the Plan, the composition of which shall at all times satisfy the provisions of Rule 16b-3 and Section 162(m) of the Code.

(j) “Company” means Wright Express Corporation, a corporation organized under the laws of the State of Delaware, or any successor corporation.

(k) “Conversion Option” means an NQSO granted under Section 6(b)(v).

(l) “Conversion Stock” means an Award of Stock granted under Section 6(b)(v).

(m) “Covered Employee” shall have the meaning set forth in Section 162(m)(3) of the Code.

(n) “Effective Date” means February 16 , 2005, the date that the Plan was originally adopted by the Board.

(o) “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations promulgated thereunder.

(p) “Fair Market Value” means, with respect to Stock or other property, the fair market value of such Stock or other property determined by such methods or procedures as shall be established from time to time by the Committee. Unless otherwise determined by the Committee in good faith, the per share Fair Market Value of Stock as of a particular date shall mean (i) the mean between the highest and lowest reported sales price per share of Stock on the national securities exchange on which the Stock is principally traded, for the last preceding date on which there was a sale of such Stock on such exchange, or (ii) if the shares of Stock are then traded in an over-the-counter market, the average of the closing bid and asked prices for the shares of Stock in such over-the-counter market for the last preceding date on which there was a sale of such Stock in such market, or (iii) if the shares of Stock are not then listed on a national securities exchange or traded in an over-the-counter market, such value as the Committee, in its sole discretion, shall determine.

(q) “Grantee” means a person who, as a Non-Employee Director, officer or other employee of, or as a person providing services to, the Company or a Parent or Subsidiary of the Company, has been granted an Award under the Plan.

(r) “ISO” means any Option intended to be and designated as an incentive stock option within the meaning of Section 422 of the Code.

(s) “Long Term Incentive Program” means the program described in Section 6(b) hereof.

(t) “Non-Employee Director” means any director of the Company who is not also employed by the Company or any of its Subsidiaries.

(u) “NQSO” means any Option that is not designated as an ISO.

(v) “Option” means a right, granted to a Grantee under Section 6(b)(i) or 6(b)(v), to purchase shares of Stock. An Option may be either an ISO or an NQSO, provided that ISOs may be granted only to employees of the Company or a Parent or Subsidiary of the Company.

(w) “Other Cash-Based Award” means cash awarded under the Annual Incentive Program or the Long Term Incentive Program, including cash awarded as a bonus or upon the attainment of Performance Goals or otherwise as permitted under the Plan.

(x) “Other Stock-Based Award” means a right or other interest granted to a Grantee under the Annual Incentive Program or the Long Term Incentive Program that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Stock, including but not limited to (i) unrestricted Stock awarded as a bonus or upon the attainment of Performance Goals or otherwise as permitted under the Plan, and (ii) a right granted to a Grantee to acquire Stock from the Company containing terms and conditions prescribed by the Committee.

(y) “Parent” means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code.

(z) “Performance Goals” means performance goals based on one or more of the following criteria, determined in accordance with generally accepted accounting principles where applicable: (i) pre-tax income or after-tax income; (ii) income or earnings including operating income, earnings before or after taxes, earnings before or after interest, depreciation, amortization, or extraordinary or special items; (iii) net income excluding amortization of intangible assets, depreciation and impairment of goodwill and intangible assets and/or excluding charges attributable to the adoption of new accounting pronouncements; (iv) earnings or book value per share (basic or diluted); (v) return on assets (gross or net), return on investment, return on capital, or return on equity; (vi) return on revenues; (vii) cash flow, free cash flow, cash flow return on investment (discounted or otherwise), net cash provided by operations, or cash flow in excess of cost of capital; (viii) economic value created; (ix) operating margin or profit margin; (x) stock price or total stockholder return; (xi) income or earnings from continuing operations; (xii) cost targets, reductions and savings, expense management, productivity and efficiencies; and (xiii) strategic business criteria, consisting of one or more objectives based on meeting specified market penetration or market share, geographic business expansion, customer satisfaction, employee satisfaction, human resources management, supervision of litigation, information technology, and goals relating to divestitures, joint ventures and similar transactions. Where applicable, the Performance Goals may be expressed in terms of attaining a specified level of the particular criterion or the attainment of a percentage increase or decrease in the particular criterion, and may be applied to one or more of the Company or a Parent or Subsidiary of the Company, or a division or strategic business unit of the Company, all as determined by the Committee. The Performance Goals may include a threshold level of performance below which no payment will be made (or no vesting will occur), levels of performance at which specified payments will be paid (or specified vesting will occur), and a maximum level of performance above which no additional payment will be made (or at which full vesting will occur). Each of the foregoing Performance Goals shall be evaluated in accordance with generally accepted accounting principles, where applicable, and shall be subject to certification by the Committee. The Committee shall have the authority to make equitable adjustments to the Performance Goals in recognition of unusual or non-recurring events affecting the Company or any Parent or Subsidiary of the Company or the financial statements of the Company or any Parent or Subsidiary of the Company, in response to changes in applicable laws or regulations, or to account for items of gain, loss or expense determined to be extraordinary or unusual in nature or infrequent in occurrence or related to the disposal of a segment of a business or related to a change in accounting principles.

(aa) “Plan” means this Wright Express Corporation 2005 Equity and Incentive Plan, as amended from time to time.

(bb) “Plan Year” means a calendar year.

(cc) “Public Offering” means an offering of securities of the Company that is registered with the Securities and Exchange Commission.

(dd) “Restricted Stock” means an Award of shares of Stock to a Grantee under Section 6(b)(iii) that may be subject to certain restrictions and to a risk of forfeiture.

(ee) “Restricted Stock Unit” or “RSU” means a right granted to a Grantee under Section 6(b)(iv) or 6(b)(v) to receive Stock or cash at the end of a specified period, which right may be conditioned on the satisfaction of specified performance or other criteria.

(ff) “Rule 16b-3” means Rule 16b-3, as from time to time in effect promulgated by the Securities and Exchange Commission under Section 16 of the Exchange Act, including any successor to such Rule.

(gg) “Securities Act” means the Securities Act of 1933, as amended from time to time, and the rules and regulations promulgated thereunder.

(hh) “Stock” means shares of the common stock, par value $0.01 per share, of the Company.

(ii) “Stock Appreciation Right” or “SAR” means the right, granted to a Grantee under Section 6(b)(ii), to be paid an amount measured by the appreciation in the Fair Market Value of Stock from the date of grant to the date of exercise of the right.

(jj) “Subsidiary” means a “subsidiary corporation,” whether now or hereafter existing, as defined in Section 424(f) of the Code.

3. Administration .

The Plan shall be administered by the Board or by such Committee that the Board may appoint for this purpose. If a Committee is appointed to administer the Plan, all references herein to the “Committee” shall be references to such Committee. If no Committee is appointed by the Board to administer the Plan, all references herein to the “Committee” shall be references to the Board. The Committee shall have the authority in its discretion, subject to and not inconsistent with the express provisions of the Plan, to administer the Plan and to exercise all the powers and authorities either specifically granted to it under the Plan or necessary or advisable in the administration of the Plan, including, without limitation, the authority to grant Awards; to determine the persons to whom and the time or times at which Awards shall be granted; to determine the type and number of Awards to be granted, the number of shares of Stock to which an Award may relate and the terms, conditions, restrictions and performance criteria relating to any Award; to determine Performance Goals no later than such time as required to ensure that an underlying Award which is intended to comply with the

requirements of Section 162(m) of the Code so complies; and to determine whether, to what extent, and under what circumstances an Award may be settled, cancelled, forfeited, exchanged, or surrendered; to make adjustments in the terms and conditions of, and the Performance Goals (if any) included in, Awards; to construe and interpret the Plan and any Award; to prescribe, amend and rescind rules and regulations relating to the Plan; to determine the terms and provisions of the Award Agreements (which need not be identical for each Grantee); and to make all other determinations deemed necessary or advisable for the administration of the Plan. Notwithstanding the foregoing, neither the Board, the Committee nor their respective delegates shall have the authority to reprice (or cancel and regrant) any Option or, if applicable, other Award at a lower exercise, base or purchase price without first obtaining the approval of the Company’s stockholders.

The Committee may appoint a chairperson and a secretary and may make such rules and regulations for the conduct of its business as it shall deem advisable, and shall keep minutes of its meetings. All determinations of the Committee shall be made by a majority of its members either present in person or participating by conference telephone at a meeting or by written consent. The Committee may delegate to one or more of its members or to one or more agents such administrative duties as it may deem advisable, and the Committee or any person to whom it has delegated duties as aforesaid may employ one or more persons to render advice with respect to any responsibility the Committee or such person may have under the Plan. All decisions, determinations and interpretations of the Committee shall be final and binding on all persons, including but not limited to the Company, any Parent or Subsidiary of the Company or any Grantee (or any person claiming any rights under the Plan from or through any Grantee) and any stockholder.

No member of the Board or Committee shall be liable for any action taken or determination made in good faith with respect to the Plan or any Award granted hereunder.

4. Eligibility .

Awards may be granted to Non-Employee Directors, officers and other employees, advisors or consultants of the Company or any Parent or Subsidiary of the Company, selected in the discretion of the Committee. In determining the persons to whom Awards shall be granted and the type of any Award (including the number of shares to be covered by such Award), the Committee shall take into account such factors as the Committee shall deem relevant in connection with accomplishing the purposes of the Plan.

5. Stock Subject to the Plan .

The maximum number of shares of Stock reserved for the grant of Awards under the Plan shall be 3,200,000, including all shares to be issued pursuant to Conversion Options or Conversion Stock, subject to adjustment as provided herein. No more than 500,000 shares of Stock may be made subject to Options (other than Conversion Options) or SARs granted to a single individual in a single Plan Year, subject to adjustment as provided herein, and no more than 500,000 shares of Stock may be made subject to stock-based awards other than Options or SARs (including Restricted Stock and Restricted Stock Units (but other than Conversion Stock) or Other Stock-Based Awards denominated in shares of Stock) granted to a single individual in a single Plan Year, in either case, subject to adjustment as provided herein. Determinations made in respect of the limitations set forth in the immediately

preceding sentence shall be made in a manner consistent with Section 162(m) of the Code. Such shares may, in whole or in part, be authorized but unissued shares or shares that shall have been or may be reacquired by the Company in the open market, in private transactions or otherwise. If any shares subject to an Award are forfeited, cancelled, exchanged or surrendered or if an Award terminates or expires without a distribution of shares to the Grantee, or if shares of Stock are surrendered or withheld as payment of either the exercise price of an Award and/or withholding taxes in respect of an Award, the shares of Stock with respect to such Award shall, to the extent of any such forfeiture, cancellation, exchange, surrender, withholding, termination or expiration, again be available for Awards under the Plan. Upon the exercise of any Award granted in tandem with any other Award, such related Award shall be cancelled to the extent of the number of shares of Stock as to which the Award is exercised and, notwithstanding the foregoing, such number of shares shall no longer be available for Awards under the Plan.

In the event that the Committee shall determine that any dividend or other distribution (whether in the form of cash, Stock, or other property), recapitalization, Stock split, reverse split, reorganization, merger, consolidation, spin-off, combination, repurchase, or share exchange, or other similar corporate transaction or event, affects the Stock such that an adjustment is appropriate in order to prevent dilution or enlargement of the rights of Grantees under the Plan, then the Committee shall make such equitable changes or adjustments as it deems necessary or appropriate to any or all of (i) the number and kind of shares of Stock or other property (including cash) that may thereafter be issued in connection with Awards, (ii) the number and kind of shares of Stock or other property (including cash) issued or issuable in respect of outstanding Awards, (iii) the exercise price, grant price, or purchase price relating to any Award; provided, that, with respect to ISOs, such adjustment shall be made in accordance with Section 424(h) of the Code; and (iv) the Performance Goals applicable to outstanding Awards.

6. Specific Terms of Awards .

(a) General . The term of each Award shall be for such period as may be determined by the Committee. Subject to the terms of the Plan and any applicable Award Agreement, payments to be made by the Company or a Parent or Subsidiary of the Company upon the grant, vesting, maturation, or exercise of an Award may be made in such forms as the Committee shall determine at the date of grant or thereafter, including, without limitation, cash, Stock, or other property, and may be made in a single payment or transfer, in installments, or on a deferred basis. The Committee may make rules relating to installment or deferred payments with respect to Awards, including the rate of interest to be credited with respect to such payments. In addition to the foregoing, the Committee may impose on any Award or the exercise thereof, at the date of grant or thereafter, such additional terms and conditions, not inconsistent with the provisions of the Plan, as the Committee shall determine.

(b) Long Term Incentive Program . Under the Long Term Incentive Program, the Committee is authorized to grant the Awards described in this Section 6(b), under such terms and conditions as deemed by the Committee to be consistent with the purposes of the Plan. Such Awards may be granted with value and payment contingent upon Performance Goals. Except as otherwise set forth herein or as may be determined by the Committee, each Award granted under the Long Term Incentive Program shall be evidenced by an Award Agreement containing such terms and conditions applicable to such Award as the Committee shall determine at the date of grant or thereafter.

(i) Options . The Committee is authorized to grant Options to Grantees on the following terms and conditions:

(A) Type of Award . The Award Agreement evidencing the grant of an Option under the Plan shall designate the Option as an ISO or an NQSO.

(B) Exercise Price . The exercise price per share of Stock purchasable under an Option shall be determined by the Committee, but, subject to Section 6(b)(v), in no event shall the per share exercise price of any Option be less than the Fair Market Value of a share of Stock on the date of grant of such Option. The exercise price for Stock subject to an Option may be paid in cash or by an exchange of Stock previously owned by the Grantee for at least six months (if acquired from the Company), through a “broker cashless exercise” procedure approved by the Committee (to the extent permitted by law), or a combination of the above, in any case in an amount having a combined value equal to such exercise price. An Award Agreement may provide that a Grantee may pay all or a portion of the aggregate exercise price by having shares of Stock with a Fair Market Value on the date of exercise equal to the aggregate exercise price withheld by the Company.

(C) Term and Exercisability of Options . The date on which the Committee adopts a resolution expressly granting an Option shall be considered the day on which such Option is granted. Options shall be exercisable over the exercise period (which shall not exceed ten years from the date of grant), at such times and upon such conditions as the Committee may determine, as reflected in the Award Agreement; provided, that the Committee shall have the authority to accelerate the exercisability of any outstanding Option at such time and under such circumstances as it, in its sole discretion, deems appropriate. An Option may be exercised to the extent of any or all full shares of Stock as to which the Option has become exercisable, by giving such written, electronic, or telephonic notice as the Committee may prescribe of such exercise to the Committee or its designated agent.

(D) Termination of Employment . An Option may not be exercised unless the Grantee is then a director of, in the employ of, or providing services to, the Company or a Parent or Subsidiary of the Company, and unless the Grantee has remained continuously so employed, or continuously maintained such relationship, since the date of grant of the Option; provided, that the Award Agreement may contain provisions extending the exercisability of Options, in the event of specified terminations of employment or service, to a date not later than the expiration date of such Option.

(E) Other Provisions . Options may be subject to such other conditions including, but not limited to, restrictions on transferability of the shares acquired upon exercise of such Options, as the Committee may prescribe in its discretion or as may be required by applicable law.

(ii) SARs . The Committee is authorized to grant SARs to Grantees on the following terms and conditions:

(A) In General . Unless the Committee determines otherwise, a SAR (1) granted in tandem with an NQSO may be granted at the time of grant of the related NQSO or at any time thereafter or (2) granted in tandem with an ISO may only be granted at the time of grant of the related ISO. A SAR granted in tandem with an Option shall be exercisable only to the extent the underlying Option is exercisable. Payment of a SAR may be made in cash, Stock, or property as specified in the Award or determined by the Committee.

(B) Right Conferred . A SAR shall confer on the Grantee a right to receive an amount with respect to each share subject thereto, upon exercise thereof, equal to the excess of (1) the Fair Market Value of one share of Stock on the date of exercise over (2) the grant price of the SAR (which in the case of an SAR granted in tandem with an Option shall be equal to the exercise price of the underlying Option, and which in the case of any other SAR shall be such price as the Committee may determine).

(C) Term and Exercisability of SARs . The date on which the Committee adopts a resolution expressly granting a SAR shall be considered the day on which such SAR is granted. SARs shall be exercisable over the exercise period (which shall not exceed the lesser of ten years from the date of grant or, in the case of a tandem SAR, the expiration of its related Award), at such times and upon such conditions as the Committee may determine, as reflected in the Award Agreement; provided, that the Committee shall have the authority to accelerate the exercisability of any outstanding SAR at such time and under such circumstances as it, in its sole discretion, deems appropriate. A SAR may be exercised to the extent of any or all full shares of Stock as to which the SAR (or, in the case of a tandem SAR, its related Award) has become exercisable, by giving such written, electronic, or telephonic notice as the Committee may prescribe of such exercise to the Committee or its designated agent.

(D) Termination of Employment . A SAR may not be exercised unless the Grantee is then a director of, in the employ of, or providing services to, the Company or a Parent or Subsidiary of the Company, and unless the Grantee has remained continuously so employed, or continuously maintained such relationship, since the date of grant of the SAR; provided, that the Award Agreement may contain provisions extending the exercisability of the SAR, in the event of specified terminations of employment or service, to a date not later than the expiration date of such SAR (or, in the case of a tandem SAR, its related Award).

(E) Other Provisions . SARs may be subject to such other conditions including, but not limited to, restrictions on transferability of the shares acquired upon exercise of such SARs, as the Committee may prescribe in its discretion or as may be required by applicable law.

(iii) Restricted Stock . The Committee is authorized to grant Restricted Stock to Grantees on the following terms and conditions:

(A) Issuance and Restrictions . Restricted Stock shall be subject to such restrictions on transferability and other restrictions, if any, as the Committee may impose at the date of grant or thereafter, which restrictions may lapse separately or in combination at such times,

under such circumstances, in such installments, or otherwise, as the Committee may determine. The Committee may place restrictions on Restricted Stock that shall lapse, in whole or in part, only upon the attainment of Performance Goals. Except to the extent restricted under the Award Agreement relating to the Restricted Stock, a Grantee granted Restricted Stock shall have all of the rights of a stockholder including, without limitation, the right to vote Restricted Stock and the right to receive dividends thereon.

(B) Forfeiture . Upon termination of employment with or service to the Company, or upon termination of the director or independent contractor relationship, as the case may be, during the applicable restriction period or portion thereof to which forfeiture conditions apply, Restricted Stock and any accrued but unpaid dividends that are then subject to restrictions shall be forfeited; provided, that the Committee may provide, by rule or regulation or in any Award Agreement, or may determine in any individual case, that restrictions or forfeiture conditions relating to Restricted Stock will be waived in whole or in part in the event of terminations resulting from specified causes, and the Committee may in other cases waive in whole or in part the forfeiture of Restricted Stock.

(C) Certificates for Stock . Restricted Stock granted under the Plan may be evidenced in such manner as the Committee shall determine. If certificates representing Restricted Stock are registered in the name of the Grantee, such certificates shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Restricted Stock, and the Company shall retain physical possession of the certificate.

(D) Dividends . Dividends paid on Restricted Stock shall be either paid at the dividend payment date, or deferred for payment to such date as determined by the Committee, in cash or in shares of unrestricted Stock having a Fair Market Value equal to the amount of such dividends. Stock distributed in connection with a stock split or stock dividend, and other property distributed as a dividend, shall be subject to restrictions and a risk of forfeiture to the same extent as the Restricted Stock with respect to which such Stock or other property has been distributed.

(iv) Restricted Stock Units . The Committee is authorized to grant Restricted Stock Units to Grantees, subject to the following terms and conditions:

(A) Award and Restrictions . Delivery of Stock or cash, as determined by the Committee, will occur upon expiration of the deferral period specified for Restricted Stock Units by the Committee. The Committee may place restrictions on Restricted Stock Units that shall lapse, in whole or in part, only upon the attainment of Performance Goals.

(B) Forfeiture . Upon termination of employment with or service to the Company, or upon termination of the director or independent contractor relationship, as the case may be, during the applicable deferral period or portion thereof to which forfeiture conditions apply, or upon failure to satisfy any other conditions precedent to the delivery of Stock or cash to which such Restricted Stock Units relate, all Restricted Stock Units and any accrued but unpaid dividend equivalents that are then subject to deferral or restriction shall be forfeited; provided, that the Committee may provide, by rule or regulation or in any Award

Agreement, or may determine in any individual case, that restrictions or forfeiture conditions relating to Restricted Stock Units will be waived in whole or in part in the event of termination resulting from specified causes, and the Committee may in other cases waive in whole or in part the forfeiture of Restricted Stock Units.

(C) Director Deferred Compensation Awards . The Company shall issue RSUs pursuant to this Section 6(b)(iv)(C) for the purpose of fulfilling the Company’s obligations under its Non-Employee Director Deferred Compensation Plan (the “Deferred Compensation Plan”); provided, that certain terms and conditions of the grant and payment of such RSUs set forth in the Deferred Compensation Plan (and only to the extent set forth in such plan) shall supercede the terms generally applicable to RSUs granted under the Plan. RSUs granted under this paragraph need not be evidenced by an Award Agreement unless the Committee determines that such an Award Agreement is desirable for the furtherance of the purposes of the Plan and the Deferred Compensation Plan.

(D) Non-Employee Director Compensatory Awards . The Company shall issue RSUs payable only in Stock (unless the Committee determines otherwise) pursuant to this Section 6(b)(iv)(D) for the purpose of fulfilling the Company’s obligation to compensate each Non-Employee Director, in part, in the form of RSUs.

(1) For Plan Years ending on or before December 31, 2006, such RSUs shall be awarded at such times as the Company shall otherwise pay to Non-Employee Directors their annual retainer fees, as well as such other fees, stipends and payments determined by the Committee to be subject to such Non-Employee Director compensation policy (each such award date, a “Fee Payment Date”). The Company shall keep a separate book account in the name of each Non-Employee Director. The number of RSUs to be credited to each Non-Employee Director’s account as of each Fee Payment Date shall be calculated by dividing (1) fifty percent (50%) of the total retainer or fee otherwise to be paid to such Non-Employee Director on such Fee Payment Date by (2) the Fair Market Value of a share of Stock as of such Fee Payment Date. The Restricted Stock Units so credited shall be immediately vested and non-forfeitable and shall become payable on the the date which is two hundred (200) days immediately following the date upon which such Director’s service as a member of the Board terminates for any reason.

(2) For Plan Years beginning on and after January 1, 2007, such RSUs shall be awarded at the time (“Award Date”) of the annual Stockholders meeting (unless the Committee determines otherwise). The Company shall keep a separate book account in the name of each Non-Employee Director and shall credit to each Non-Employee Director’s account as of each Award Date the number of RSUs awarded as of such date. The RSUs so credited shall become vested and nonforfeitable and (unless deferred) shall become payable in accordance with the terms of the Award Agreement. The RSUs so credited that a Non-Employee Director has deferred, if any, shall become payable on the date which is 200 days immediately following the date upon which such Director’s service as a member of the Board terminates for any reason, but only to the extent such RSUs are vested and nonforfeitable on the date service on the Board terminates.

(v) Converted Cendant Awards . The Committee is authorized to grant Options and Stock awards (such Options and Stock awards, “Conversion Options” and “Conversion Stock,” respectively) in consideration of the cancellation by Cendant of certain stock options and restricted stock unit awards previously granted to Participants by Cendant (such Cendant awards, the “Cendant Awards”). Notwithstanding any other provision of the Plan to the contrary, and in any event in accordance with a formula for the conversion of Cendant Awards determined by the Board in its sole discretion, (i) the number of shares to be subject to a Conversion Option or Conversion Stock shall be determined by the Committee and (ii) the per share exercise price of a Conversion Option shall be determined by the Committee and may be less than the Fair Market Value of a share of Stock on the date of grant.

(vi) Other Stock- or Cash-Based Awards . The Committee is authorized to grant Awards to Grantees in the form of Other Stock-Based Awards or Other Cash-Based Awards, as deemed by the Committee to be consistent with the purposes of the Plan. Awards granted pursuant to this paragraph may be granted with value and payment contingent upon Performance Goals, so long as such goals relate to periods of performance in excess of one calendar year. The Committee shall determine the terms and conditions of such Awards at the date of grant or thereafter. Performance periods under this Section 6(b)(vi) may overlap. The maximum value of the aggregate payment that any Grantee may receive pursuant to this Section 6(b)(vi) in respect of any Plan Year is $1 million. Payments earned hereunder may be decreased or, with respect to any Grantee who is not a Covered Employee, increased in the sole discretion of the Committee based on such factors as it deems appropriate. No such payment shall be made to a Covered Employee prior to the certification by the Committee that the Performance Goals have been attained. The Committee may establish such other rules applicable to the Other Stock- or Cash-Based Awards to the extent not inconsistent with Section 162(m) of the Code.

(c) Annual Incentive Program . The Committee is authorized to grant Awards to Grantees pursuant to the Annual Incentive Program, under such terms and conditions as deemed by the Committee to be consistent with the purposes of the Plan. Grantees will be selected by the Committee with respect to participation for a Plan Year. The maximum value of the aggregate payment that any Grantee may receive under the Annual Incentive Program in respect of any Plan Year is $1 million. Payments earned hereunder may be decreased or, with respect to any Grantee who is not a Covered Employee, increased in the sole discretion of the Committee based on such factors as it deems appropriate. No such payment shall be made to a Covered Employee prior to the certification by the Committee that the Performance Goals relating to Awards hereunder have been attained. The Committee may establish such other rules applicable to the Annual Incentive Program to the extent not inconsistent with Section 162(m) of the Code.

7. Change in Control Provisions .

Unless otherwise determined by the Committee and evidenced in an Award Agreement, in the event of a Change of Control:

(a) any Award carrying a right to exercise that was not previously vested and exercisable shall become fully vested and exercisable; and

(b) the restrictions, deferral limitations, payment conditions, and forfeiture conditions applicable to any other Award granted under the Plan shall lapse and such Awards shall be deemed fully vested, and any performance conditions imposed with respect to Awards shall be deemed to be fully achieved.

8. General Provisions .

(a) Nontransferability . Unless otherwise provided in an Award Agreement, Awards shall not be transferable by a Grantee except by will or the laws of descent and distribution and shall be exercisable during the lifetime of a Grantee only by such Grantee or his guardian or legal representative.

(b) No Right to Continued Employment, etc . Nothing in the Plan or in any Award, any Award Agreement or other agreement entered into pursuant hereto shall confer upon any Grantee the right to continue in the employ of, or to continue as a director of, or to continue to provide services to, the Company or any Parent or Subsidiary of the Company or to be entitled to any remuneration or benefits not set forth in the Plan or such Award Agreement or other agreement or to interfere with or limit in any way the right of the Company or any such Parent or Subsidiary to terminate such Grantee’s employment, or director or independent contractor relationship.

(c) Taxes . The Company or any Parent or Subsidiary of the Company is authorized to withhold from any Award granted, any payment relating to an Award under the Plan, including from a distribution of Stock, or any other payment to a Grantee, amounts of withholding and other taxes due in connection with any transaction involving an Award, and to take such other action as the Committee may deem advisable to enable the Company and Grantees to satisfy obligations for the payment of withholding taxes and other tax obligations relating to any Award. This authority shall include authority to withhold or receive Stock or other property and to make cash payments in respect thereof in satisfaction of a Grantee’s tax obligations. The Committee may provide in the Award Agreement that in the event that a Grantee is required to pay any amount to be withheld in connection with the issuance of shares of Stock in settlement or exercise of an Award, the Grantee may satisfy such obligation (in whole or in part) by electing to have a portion of the shares of Stock to be received upon settlement or exercise of such Award equal to the minimum amount required to be withheld.

(d) Stockholder Approval; Amendment and Termination .

(i) The Plan shall take effect upon its adoption by the Board but the Plan (and any grants of Awards made prior to the stockholder approval mentioned herein) shall be subject to the requisite approval of the stockholders of the Company. In the event that the stockholders of the Company do not ratify the Plan at a meeting of the stockholders at which such issue is considered and voted upon, then upon such event the Plan and all rights hereunder shall immediately terminate and no Grantee (or any permitted transferee thereof) shall have any remaining rights under the Plan or any Award Agreement entered into in connection herewith.

(ii) The Board may at any time and from time to time alter, amend, suspend, or terminate the Plan in whole or in part; provided, however, that unless otherwise determined by the Board, an amendment that requires stockholder approval in order for the Plan to continue to comply with Section 162(m) or any other law, regulation or stock exchange requirement shall not be effective unless approved by the requisite vote of stockholders. Notwithstanding the foregoing, no amendment to or termination of the Plan shall affect adversely any of the rights of any Grantee, without such Grantee’s consent, under any Award theretofore granted under the Plan.

(e) Expiration of Plan . Unless earlier terminated by the Board pursuant to the provisions of the Plan, the Plan shall expire on the tenth anniversary of the Effective Date. No Awards shall be granted under the Plan after such expiration date. The expiration of the Plan shall not affect adversely any of the rights of any Grantee, without such Grantee’s consent, under any Award theretofore granted.

(f) Deferrals . The Committee shall have the authority to establish such procedures and programs that it deems appropriate to provide Grantees with the ability to defer receipt of cash, Stock or other property payable with respect to Awards granted under the Plan. Any procedures or programs established by the Committee under this paragraph shall be designed and administered in compliance with Section 409A of the Code and Internal Revenue Service guidance issued thereunder.

(g) No Rights to Awards; No Stockholder Rights . No Grantee or other person shall have any claim to be granted any Award under the Plan, and there is no obligation for uniformity of treatment of Grantees. Except as provided specifically herein, a Grantee or a transferee of an Award shall have no rights as a stockholder with respect to any shares covered by the Award until the date of the issuance of a stock certificate to him for such shares.

(h) Unfunded Status of Awards . The Plan is intended to constitute an “unfunded” plan for incentive and deferred compensation. With respect to any payments not yet made to a Grantee pursuant to an Award, nothing contained in the Plan or any Award shall give any such Grantee any rights that are greater than those of a general creditor of the Company.

(i) No Fractional Shares . No fractional shares of Stock shall be issued or delivered pursuant to the Plan or any Award. The Committee shall determine whether cash, other Awards, or other property shall be issued or paid in lieu of such fractional shares or whether such fractional shares or any rights thereto shall be forfeited or otherwise eliminated.

(j) Regulations and Other Approvals .

(i) The obligation of the Company to sell or deliver Stock with respect to any Award granted under the Plan shall be subject to all applicable laws, rules and regulations, including all applicable federal and state securities laws, and the obtaining of all such approvals by governmental agencies as may be deemed necessary or appropriate by the Committee.

(ii) Each Award is subject to the requirement that, if at any time the Committee determines, in its absolute discretion, that the listing, registration or qualification of Stock issuable pursuant to the Plan is required by any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition

of, or in connection with, the grant of an Award or the issuance of Stock, no such Award shall be granted or payment made or Stock issued, in whole or in part, unless listing, registration, qualification, consent or approval has been effected or obtained free of any conditions not acceptable to the Committee.

(iii) In the event that the disposition of Stock acquired pursuant to the Plan is not covered by a then-current registration statement under the Securities Act and is not otherwise exempt from such registration, such Stock shall be restricted against transfer to the extent required by the Securities Act or regulations thereunder, and the Committee may require a Grantee receiving Stock pursuant to the Plan, as a condition precedent to receipt of such Stock, to represent to the Company in writing that the Stock acquired by such Grantee is acquired for investment only and not with a view to distribution.

(iv) The Committee may require a Grantee receiving Stock pursuant to the Plan, as a condition precedent to receipt of such Stock, to enter into a stockholder agreement or “lock-up” agreement in such form as the Committee shall determine is necessary or desirable to further the Company’s interests.

(k) Governing Law . The Plan and all determinations made and actions taken pursuant hereto shall be governed by the laws of the State of Delaware without giving effect to the conflict of laws principles thereof.

Exhibit 10.3

Wright Express Corporation

Restricted Stock Unit Award Memorandum
(Non-Employee Director)


TO:		(the “Grantee”)

FROM:		Michael E. Dubyak, Chairman of the Board

SUBJECT:		Non-Employee Director Compensation Plan Award Agreement

DATE:		, 2008

You have received Awards of Restricted Stock Units (“RSUs”), pursuant to the Wright Express Corporation Non-Employee Director Compensation Plan and the Long Term Incentive Program provisions of the Wright Express Corporation 2005 Equity and Incentive Plan (the “Plan”), for service to the Company that occurred prior to December 31, 2006 that were deferred (“Awards”).

Attached to this Memorandum is an Award Agreement which, along with the Plan document, governs those Awards in all respects. The Award Agreement is intended to document your Awards.

You have previously received 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 Wright Express Corporation (the “Company”), and you may not transfer or assign any rights in your RSUs.

Dates of Grant and Number of RSUs at Each Grant Date:

2005:                      ( ),                        ( ),                       ( ),                      ( )
2006:                        ( ),                      ( ),                      ( ),                       ( )
2007 (for 2006 Service):                       ( )

Total Number of RSUs:

Vesting Period: N/A (100% vested)

ACCEPTANCE OF AWARDS

You are deemed to have accepted these Awards, and to have agreed to the terms of the Plan and the attached Award Agreement, unless you expressly rejected one or more of the Awards at the time of grant.

Exhibit 10.3

WRIGHT EXPRESS CORPORATION
NON-EMPLOYEE DIRECTOR COMPENSATION PLAN

RESTRICTED STOCK UNIT AWARD AGREEMENT

THIS AWARD AGREEMENT (“Agreement”), dated as of , 2008, is entered into by and between WRIGHT EXPRESS CORPORATION, a Delaware corporation (the “Company”), and the Grantee named on the attached Memorandum, dated as of , 2008 (the “Memorandum”) pursuant to the terms and conditions of the Wright Express Corporation 2005 Equity and Incentive Plan (the “Plan”) and the Company’s Non-Employee Director Compensation Plan, as in effect through December 31, 2006 (“Compensation Plan”).

WHEREAS, the Company has the authority under the Plan to grant awards to non-employee Directors of the Company; and

WHEREAS, the Company awarded Restricted Stock Units to the Grantee subject to the terms and conditions of the Plan, the Compensation Plan, and this Agreement.

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

1. The Plan. The Awards granted to the Grantee hereunder are made pursuant to the applicable provisions of the Plan, the Compensation Plan, and the applicable terms of such plans are hereby incorporated herein by reference. The Grantee acknowledges that he or she has received a copy of the current prospectus for the Plan. Terms used in this Agreement which are not defined herein shall have the meanings given in the Plan.

2. Award. As of the Date of the Grant listed on the attached Memorandum, and subject to the terms and conditions set forth in the Plan, the Compensation Plan and this Agreement, the Company and the Grantee hereby agree that the Company has awarded to the Grantee the number of Restricted Stock Units indicated in the Memorandum. The Restricted Stock Units subject to this Agreement are fully vested. Each Restricted Stock Unit represents an interest in one (1) share of Company Stock and shall entitle the Grantee to receive one (1) share of Company Stock at the time specified in this Agreement, subject to the terms of the Plan.

3. Payment of Award. Payment in respect of the Restricted Stock Units shall be made on the two hundredth (200 ^th ) day after the termination of the Grantee’s service on the Board of Directors of the Company for any reason. Payment shall be made only in the form of Company Stock, with one (1) share of Company Stock being issued in respect of each Restricted Stock Unit granted as part of the Award subject to this Agreement.

4. No Assignment. The Grantee may not transfer or assign the Award or any rights under this Agreement, by operation of law or otherwise, except as expressly permitted under the Plan.

5. No Rights to Continued Service. Neither this Agreement nor the Award shall be construed as giving the Grantee any right to continue in the service of the Company’s Board of Directors.

Exhibit 10.3

6. 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 giving effect to the conflicts of laws principles thereof.

7. Tax Obligations. As a condition to the granting of the Awards, the Grantee acknowledges and agrees that he/she is responsible for the payment of income taxes (and any other taxes) upon the payment of the Award.

8. 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 for the Grantee on file with the Company (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.

9. 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.

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

11. 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.

12. No 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.

IN WITNESS WHEREOF, this Agreement has been executed by the Company, and has been accepted by the Grantee, effective as of the date first above written.


	WRIGHT EXPRESS CORPORATION
	By:
		Michael E. Dubyak
		Its: Chairman of the Board

Exhibit 10.4

Wright Express Corporation

Restricted Stock Unit Award Memorandum
(Non-Employee Director)


TO:		(the “Grantee”)

FROM:		Michael E. Dubyak, Chairman of the Board

SUBJECT:		Non-Employee Director Compensation Plan Award Agreement

DATE:

You have been granted an Award of Restricted Stock Units (“RSUs”) pursuant to the Wright Express Corporation Non-Employee Director Compensation Plan and the Long Term Incentive Program provisions of the Wright Express Corporation 2005 Equity and Incentive Plan (the “Plan”). Attached to this Memorandum is an Award Agreement which, along with the Plan document, governs your Award in all respects.

You will receive 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 Wright Express Corporation (the “Company”), and you may not transfer or assign any rights in your RSUs.


*Date of Grant:*


*Number of RSUs:*


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

ACCEPTANCE OF AWARD

You are deemed to have accepted this Award, and to have agreed to the terms of the Plan and the attached Award Agreement, unless you expressly rejected the Award at the time of grants.

Exhibit 10.4

WRIGHT EXPRESS CORPORATION
2007 NON-EMPLOYEE DIRECTOR COMPENSATION PLAN

RESTRICTED STOCK UNIT AWARD AGREEMENT

THIS AWARD AGREEMENT (“Agreement”), dated as of , is entered into by and between WRIGHT EXPRESS CORPORATION, a Delaware corporation (the “Company”), and the Grantee named on the attached Memorandum, dated (the “Memorandum”) pursuant to the terms and conditions of the Wright Express Corporation 2005 Equity and Incentive Plan (the “Plan”) and the Company’s Non-Employee Director Compensation Plan, effective January 1, 2007 (“Compensation Plan”).

WHEREAS, the Company has the authority under the Plan to grant awards to non-employee Directors of the Company; and

WHEREAS, the Company wishes to grant an Award to the Grantee subject to the terms and conditions of the Plan, the Compensation Plan, and this Agreement.

THEREFORE, 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 applicable provisions of the Plan, the Compensation Plan, and the applicable terms of such plans are hereby incorporated herein by reference. The Grantee acknowledges that he or she has received a copy of the current prospectus for the Plan. Terms used in this Agreement which are not defined herein shall have the meanings given in the Plan.

2. Award. As of the Date of Grant listed on the attached Memorandum, and subject to the terms and conditions set forth in the Plan, the Compensation Plan and this Agreement, the Company hereby awards to the Grantee the number of Restricted Stock Units indicated in the Memorandum. Each Restricted Stock Unit represents an interest in one (1) share of Company Stock and, once vested, shall entitle the Grantee to receive one (1) share of Company Stock.

3. Vesting of Units. 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 with respect to any Restricted Stock Unit that has been deferred, delivery shall be made at the time prescribed under the Company’s Non-Employee Directors Deferred Compensation Plan. Subject to Paragraph 4 below, one-third (1/3) of the Restricted Stock Units granted hereunder shall become vested and payable to the Grantee on each of the first three anniversaries of the Grant Date, so long as the Grantee remains a member of the Company’s Board of Directors through each such vesting date. Notwithstanding the foregoing, upon the earliest of the Grantee’s death or a “Change in Control” the Award shall become immediately and fully vested, subject to any terms and conditions set forth in the Plan or Compensation Plan or imposed by the Compensation Committee appointed by the Board of Directors (the “Committee”). The term “Change in Control” shall have the meaning set forth in the Plan. In the event of a Change in Control, the Award shall become immediately and fully vested under this Agreement only if the surviving entity has not assumed the obligation set forth in the Agreement.

Exhibit 10.4

4. Termination of Service. Notwithstanding any other provision of the Plan to the contrary, upon the termination of the Grantee’s service on the Board of Directors of the Company 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 Awards, upon termination of service or otherwise, for any reason or no reason, but shall have no obligation to do so. 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 the 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 the Award in connection with any termination of service.

5. No Assignment. The Grantee may not transfer or assign the Award or any rights under this Agreement, by operation of law or otherwise, except as expressly permitted under the Plan.

6. No Rights to Continued Service. Neither this Agreement nor the Award shall be construed as giving the Grantee any right to continue in the service of the Company’s Board of Directors.

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 giving 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 taxes (and any other taxes) upon payment of the Award.

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 for the Grantee on file with the Company (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.

Exhibit 10.4

13. No 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.

IN WITNESS WHEREOF, this Agreement has been executed by the Company, and has been accepted by the Grantee, effective as of the date first above written.


	WRIGHT EXPRESS CORPORATION
	By:
		Michael E. Dubyak
		Its: Chairman of the Board

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: August 4, 2008


/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: August 4, 2008


/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 June 30, 2008 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
August 4, 2008

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 June 30, 2008 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 August 4, 2008

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