THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Wright Express Corporation (WXS)

4/7/2006 Proxy Information

In addition, in the case of a without cause termination or a constructive discharge of Mr. Dubyak, all outstanding stock options and restricted stock units that would have otherwise vested within two years following such termination will immediately become vested. In the case of Ms. Smith, all outstanding stock options and restricted stock units that would have vested within one year following a without cause or a constructive discharge will immediately become vested. For all officers, all outstanding stock options and restricted stock units will immediately vest in full if such termination is in connection with a change in control. Also, the officers will receive subsidized health insurance benefits for up to 12 months in the case of without cause termination or a constructive discharge. For a termination in connection with a change in control, officers will receive a payment equivalent to the cash value of the CompanyÕs share of health insurance premiums for, in the case of Mr. Dubyak, 36 months, and in the case of all other officers, 24 months. The CompanyÕs obligation to pay such severance payments will be subject to the officer executing a release of claims in the CompanyÕs favor.

Mr. Dubyak is entitled to a tax gross-up in the event that any amounts payable to him in connection with a change of control are subject to the excise tax applicable to excess parachute payments under Section 4999 of the Internal Revenue Code. This tax gross-up is designed to put Mr. Dubyak in the position he would have occupied if such excise tax did not apply.

Mr. DubyakÕs employment agreement provides for a three-year term and the other employment agreements provide for two-year terms. The agreements automatically renew annually for additional one-year periods unless either party provides 30-days advance written notice to the other party of its intent not to renew.

Each employment agreement contains important restrictive covenants intended to protect confidential information and limit each officerÕs ability to compete against the Company or solicit its employees. As part of Mr. Dubyak and Ms. SmithÕs employment agreements, the Company agrees to indemnify each to the fullest extent permitted by Delaware law, the CompanyÕs charter or its By-Laws. The agreements are governed by Maine law and provide for all claims to be settled by arbitration.

The Compensation Committee has considered the advisability of using employment agreements and determined that under certain circumstances it is in the best interests of the Company and its stockholders insofar as, among other reasons, it allows the Company to achieve its desired goals of retaining the best possible executive talent and obtaining post-employment non-competition covenants from executive officers.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Based on our records and other information, we believe that during 2005 all filings with the SEC by our officers, directors and 10% stockholders timely complied with requirements for reporting ownership and changes in ownership of our common stock under Section 16(a) of the Securities Exchange Act of 1934 with the exception of one Form 4 which was inadvertently filed late by Mr. Moriarty. This Form 4 reported a single purchase of 5,000 shares of our common stock and was filed immediately upon discovery of the oversight.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Ms. RapkinÕs spouse, William Stiles, is a partner at the Verrill Dana law firm in its health law group. We paid Verrill Dana a total of $70,785 in legal fees since January 2005, all of which was for work performed by attorneys who are members of practice groups other than the health law group.

Transactions With Our Former Corporate Parent and Its Wholly-Owned Subsidiaries

Special Dividends Paid

On January 25, 2005, we paid a dividend of $25,089,543 to PHH Corporation, a former subsidiary of Cendant and our parent at that time. On February 22, 2005, we paid a dividend of $280,796,677 to Cendant Mobility, a subsidiary of Cendant and our new corporate parent from February 1, 2005 until our IPO. Both of these dividends were declared prior to Wright Express becoming a publicly-traded company.

Transition Services Agreement

Upon completion of our IPO, we entered into a transition services agreement with our former parent company, Cendant Corporation, to provide for an orderly transition to being an independent company and to govern our continuing arrangements with Cendant. Under the transition services agreement, Cendant agreed to provide us with various services, including services relating to insurance, human resources and employee benefits, payroll, internal audit services, telecommunications services and information technology services. The transition services agreement also contains agreements relating to indemnification, access to information and non-solicitation of employees. The majority of the services covered in the agreement expired by December 31, 2005, with the exception of certain information technology services, which expire in February 2007. Information technology services may be terminated by us upon not less than 90 daysÕ prior written notice to Cendant. We also agreed to honor certain contractual service commitments with third-party telecommunication service providers that terminate after such date.

Under the transitional agreement, the cost of each service generally reflected the same payment terms and was calculated using the same cost allocation methodologies for the particular service as those utilized while we were still a subsidiary of Cendant. The transition services agreement was negotiated in the context of a parent-subsidiary relationship. In 2005, we have paid $577,501 for services under this agreement.

Tax Receivable Agreement

In connection with the offering, we converted from a Delaware limited liability company to a Delaware corporation and all of the membership interests of Wright Express LLC were converted to 40,000,000 shares of common stock and 100 shares of Series A non-voting convertible preferred stock. As a result of the transaction, the tax basis of the CompanyÕs tangible and intangible assets increased to their fair market value. This increase in tax basis reduced the amount of United States federal income tax that we might otherwise be required to pay in the future. In this regard, we entered into a tax receivable agreement with Cendant that requires us to pay Cendant 85% of any tax savings that we realize, subject to Cendant repaying us if it is determined that we were not entitled to these savings. Under the tax receivable agreement, tax savings that we realize will equal the difference between (i) the income taxes that we would pay if the tax basis of our assets was as currently shown on our books and (ii) the income taxes that we actually pay taking into account depreciation and amortization deductions attributable to the basis increase in our assets. We recorded a deferred tax asset of $517,347,000 in connection with the transaction. We have also recorded the $77,602,000 difference between the $517,347,000 benefit and the original $439,745,000 liability to Cendant as an increase in stockholdersÕ interest. We have recorded $424,277,419 for this obligation to Cendant as a liability on our consolidated balance sheets as of December 31, 2005. Payments to Cendant related to the tax receivable agreement totaled $15,467,581 during 2005.

Other Transactions

Through February 22, 2005, Cendant paid our income tax liability as part of the consolidated state and federal income tax filings of Cendant and its related entities.

As a subsidiary of Cendant, we were allocated general corporate overhead expenses from Cendant for various corporate-related functions, as well as other expenses directly attributable to our operations. Cendant allocated corporate overhead to us based on a percentage of our forecasted revenues and allocated other expenses that directly benefited us based on our actual utilization of the services. Corporate expense allocations included executive management, insurance, human resources, telecommunications, real estate and tax services. We believe the assumptions and methodologies underlying the allocations of general corporate overhead and direct expenses from Cendant to us are reasonable and comparable to the amounts that would have been incurred if we had performed these functions as a stand-alone company. We paid $624,732 to Cendant related to these expenses during 2005.

On January 31, 2005, Cendant completed a spin-off of its mortgage and fleet management businesses through the distribution to its stockholders of 100% of the shares of its previously wholly-owned subsidiary, PHH Corporation. PHH Vehicle Management Services, LLC, or PHH, a subsidiary of PHH Corporation, used our payment processing services during 2005. We earned revenue on a percentage of the total gasoline purchased by the clients of PHH during the year. Revenues earned for the month ended January 31, 2005 totaled $687,825. Following the spin-off of PHH on January 31, 2005, it was no longer a related party.

We have agreements with several subsidiaries of Cendant to provide our MasterCard products for use as part of their ordinary course of business. These agreements were entered into while we were still a subsidiary of Cendant. Through these relationships, we received approximately $4,771,550 in gross revenue from these various agreements in 2005.

We also had an agreement with Terrapin Funding LLC, a subsidiary of Cendant, pursuant to which we purchased asset-backed securities. There are no specific terms or minimum purchase requirements. Under this agreement, we received approximately $645,097 in interest income for 2005. On March 15, 2006, our investment was called and we received a return of $14,585,175 in principal.

2/14/2005 S-4 Information

Upon completion of this offering, we will enter into a transitional agreement with Cendant to provide for an orderly transition to being an independent company and to govern our continuing relationship with Cendant. Under the transitional agreement, Cendant will agree to provide us with various services, including services relating to insurance, human resources and employee benefits, payroll, internal audit services, telecommunications and information technology. The transitional agreement will also contain agreements relating to indemnification, access to information and non-solicitation of employees.

Under the transitional agreement, the cost of each transitional service will generally reflect the same payment terms and will be calculated using the same cost allocation methodologies for the particular service as those associated with the current cost allocation for the service or at a rate intended to approximate an armÕs length negotiation if there is no pre-existing cost-allocation methodology. The transitional agreement is being negotiated in the context of a parent-subsidiary relationship and in the context of this offering. Most of the services to be provided under the transitional agreement may be terminated by us without penalty upon written notice to Cendant and there are no fixed or minimum contractual purchase obligations under the transitional agreement. After the expiration of the arrangements contained in the transitional agreement, we may not be able to replace these services in a timely manner or on terms and conditions, including cost, as favorable as those we have received from Cendant. We intend to develop our own internal capabilities in the future to reduce our reliance on Cendant for these services. We will have the right to receive reasonable information with respect to charges for transitional services provided by Cendant.

The following sets forth a summary of the services that will be provided to us by Cendant under the transitional agreement and the manner of allocation of costs to us for these services. Also set forth is a summary of intercompany transactions since the beginning of our last fiscal year and for the two fiscal years preceding our last fiscal year.

Indemnification. We will indemnify Cendant, its subsidiaries, and its officers, directors, employees and agents against losses (including, but not limited to, those arising out of litigation matters and other claims) based on, arising out of or resulting from:

¥ any breach by us of the transitional agreement or any other agreement with Cendant;

¥ the ownership or the operation of the assets or properties, and the operation or conduct of the business of, including contracts entered into and any activities engaged in by, us or our subsidiaries, whether in the past or future, including any current litigation against Cendant with respect thereto;

¥ any other activities we engage in;

¥ any third-party claims relating to other acts or omissions arising out of performance of the transitional agreement and the other agreements described in this section, whether in the past or future;

¥ any guaranty, keepwell, net worth or financial condition maintenance agreement of or by Cendant provided to any parties with respect to any of our actual or contingent obligations; and

¥ other matters described in the transitional agreement.

In addition, we have agreed to indemnify Cendant and its officers, directors, employees and agents against civil liabilities, including liabilities under the Securities Act of 1933, as amended, relating to misstatements in or omissions from the registration statement of which this prospectus forms a part and any other registration statement that we file under the Securities Act, other than misstatements or omissions relating to information specifically about Cendant (other than our business) in the registration statement furnished in writing by Cendant for use in the preparation of any such registration statement, against which Cendant has agreed to indemnify us.

The transitional agreement also will provide that Cendant will indemnify us, our officers, directors, employees and agents against losses involving claims by third parties based on, arising out of or resulting from:

¥ any breach by Cendant of the transitional agreement or the ancillary agreements executed in connection with the transitional agreement; and

¥ the operation or conduct of the business of Cendant, other than the business of Wright Express, its subsidiaries or its predecessors.

The tax receivable agreement will also govern the allocation between the companies of tax liabilities and related tax matters, such as the preparation and filing of tax returns and tax contests, for the taxable periods before and after the completion of this offering.

The tax receivable agreement will provide that:

¥ we will be responsible for the respective tax liabilities imposed on or attributable to us and any of our subsidiaries relating to all taxable periods (except for income taxes relating to being a member of a Cendant federal, state or local affiliated or similar income tax group). Accordingly, we will indemnify Cendant and its subsidiaries against any such tax liabilities imposed on or attributable to us and any of our subsidiaries;

¥ Cendant will be responsible for the respective tax liabilities imposed on or attributable to Cendant and its subsidiaries, other than the tax liabilities of us and our subsidiaries described in the previous paragraph, relating to all taxable periods. Accordingly, Cendant will indemnify us and our subsidiaries against any such tax liabilities imposed on or attributable to Cendant and such subsidiaries relating to all taxable periods;

¥ after the separation, the company to which a tax return relates will generally be responsible for preparing and filing such tax return, with the other company providing the requisite information, assistance, and cooperation; and

¥ we will be responsible for handling, settling, and contesting any tax liability for which we are liable under the terms of the tax receivable agreement subject to CendantÕs right to control any contest relating to the treatment of this offering and related transactions.

Access to information. The following terms govern access to information under the transitional agreement:

¥ within 30 days of our separation from Cendant, Cendant will deliver to us copies of all historical records related to our business;

¥ subject to applicable confidentiality provisions and other restrictions, we and Cendant will each give the other any information within that companyÕs possession that the requesting party reasonably needs:

¥ to comply with requirements imposed on the requesting party by a governmental authority;

¥ for use in any proceeding or to satisfy audit, accounting, tax or similar requirements; or

¥ to comply with its obligations under the transitional agreement or the ancillary agreements;

¥ we will provide to Cendant, at no charge, all financial and other data and information that Cendant determines is necessary or advisable to prepare its financial statements and reports or filings with any governmental authority;

¥ we and Cendant will each use reasonable best efforts to provide assistance to the other with respect to litigation and to make available to the other directors, officers, other employees and agents as witnesses, in legal, administrative or other proceedings, and will cooperate and consult to the extent reasonably necessary with respect to any litigation;

¥ the company providing information, consultant or witness services under the transitional agreement will be entitled to reimbursement from the other for reasonable expenses; and

¥ we and Cendant will agree to hold in strict confidence all information concerning or belonging to the other obtained prior to the date of the distribution or furnished pursuant to the transitional agreement or any ancillary agreement, subject to applicable law.

Insurance. We will be required to purchase our own insurance policies following the completion of this offering. Our insurance in the future will be significantly more expensive than the current insurance costs allocated to us by Cendant. We have paid, and currently pay, Cendant for a variety of insurance products. Cendant has generally allocated the cost of insurance to us based on the number of our employees. Under the transitional agreement, Cendant will provide us with consulting services in connection with the administration and monitoring of our own insurance policies until December 31, 2005. We will have the right to terminate the provision of this service without penalty upon 30 daysÕ written notice to Cendant. Cendant will not have early termination rights under the transitional agreement. These insurance policies include:

¥ executive risk coverage based on the number of our employees;

¥ property and casualty based on the value of our properties or the number of our active or eligible employees;

¥ directorsÕ and officersÕ insurance for the board of directors of our bank based upon direct costs incurred;

¥ workers compensation costs based on the number of our active or eligible employees;

¥ workers compensation losses based on the amount of estimated losses;

¥ umbrella insurance costs based on the number of our employees; and

¥ losses from crime based on the number of our employees.

Our allocated share of the costs of insurance was approximately $269,000 in 2002, $371,000 in 2003 and $15,000 in 2004.

Human resources and employee benefits. Prior to this offering, Cendant provided us with human resources services, as well as the administration of CendantÕs compensation, retirement and benefits plans in which we participate, and will continue doing so under the transitional agreement through December 31, 2005. Cendant has allocated the cost of these services to us based on the number of our employees and will continue to allocate these costs to us in this manner under the transitional agreement. Following the completion of this offering, we will establish our own 401(k), life insurance and accidental death and dismemberment insurance benefit plans, among others. We were allocated costs for:

¥ administration of, and certain premium allocations relating to, some of CendantÕs health and welfare plans;

¥ services of CendantÕs executive officers based on the level of services they provided us;

¥ services provided to us by CendantÕs human resources service center based on our total number of employees; and

¥ corporate recruiting, compensation support, corporate training and other programs.

Our allocated share of the cost of these services was approximately $174,000 in 2002, $119,000 in 2003 and $111,000 in 2004. We will have the right to terminate the provision of this service without penalty upon 30 daysÕ written notice to Cendant. Cendant will not have early termination rights under the transitional agreement.

Payroll. Prior to this offering, Cendant provided us with payroll management services and will continue doing so under the transitional agreement through December 31, 2005. We will have the right to terminate the provision of this service without penalty upon 30 daysÕ written notice to Cendant. The transitional agreement will include provisions for tax filings and the distribution of W-2s to our employees for the 2005 tax year. Cendant has allocated the cost of payroll management services to us based on the number of our employees and will continue to allocate these costs to us in this manner under the transitional agreement. Our allocated share of the costs of these services was approximately $38,000 in 2004. Cendant did not allocate costs to us in 2002 and 2003.

Real estate services. Prior to this offering, Cendant provided us with real estate services. Cendant has allocated the cost of these services to us based upon the number and square footage of our facilities. Our allocated share of costs for these services was approximately $22,000 in 2003 and $22,000 in 2004. Cendant did not provide us with these services in 2002. We will fulfill these services in the future using internal capabilities.

Tax support. Prior to this offering, Cendant provided us with corporate tax support services. Cendant has allocated the cost of these services to us based on the number of tax returns prepared, an estimate of fees for tax consulting services attributable to us and other specialty tax services provided to us. Cendant will provide corporate tax preparation services to us to complete our 2004 corporate tax return. We will utilize our internal tax department capabilities and external consultants to fulfill the tax planning and filing functions following the completion of this offering. Our allocated share of costs for these services was approximately $42,000 in 2002, $19,000 in 2003 and $23,000 in 2004.

Internal audit services. Prior to this offering, Cendant provided us with internal audit services by internal auditors and will continue doing so under the transitional agreement through August 31, 2005. Cendant will allocate the cost of these services to us under the transitional agreement based on the level of support it will provide to us. Our share of the cost for these services was allocated to us by Cendant as part of its general corporate overhead, which is discussed below.

Telecommunications services. Prior to this offering, Cendant provided us with certain telecommunications-related services, equipment and support, including our local and long distance services and other voice and data communications. These services are provided primarily through arrangements Cendant has with third-party providers. Cendant will continue doing so under the transitional agreement as an unaffiliated entity for a period up to two years. Some of the services may be contingent upon CendantÕs and/or our obtaining of certain third party consents. Both we and Cendant may terminate the provision of telecommunications services by Cendant, without penalty, upon 90 daysÕ written notice by the terminating party, except for contractual service commitments with third-party service providers that terminate after such date. Cendant allocated the costs of these services to us based on actual usage and the level of support we received from Cendant and these service providers, and will continue to allocate costs to us in this manner under the transitional agreement. Our allocated share of the costs for telecommunications services was approximately $58,000 in 2003 and $83,000 in 2004. Cendant did not allocate costs to us in 2002. In addition, we purchase services of approximately $1.3 million annually through Cendant corporate contracts, and we expect to continue doing so through 2008.

Information technology services. Prior to this offering, Cendant provided us with information technology support, equipment and services at or from its data center in Denver, Colorado, primarily through a contract with its third party outsourcer and data center manager, and will continue doing so under the transitional agreement for a period of up to two years from the date of the completion of this offering. We may terminate the provision of these services upon 90 daysÕ prior written notice to Cendant, and we would be responsible for the repayment to Cendant of any unamortized computer hardware service charges and software charges specific to our various environments (i.e., client server) that are the subject of the aforementioned services, as well as for any unpaid actual costs incurred by Cendant with respect to these services and any associated transition services. Cendant does not have early termination rights without cause with respect to these services, although some of the services may be contingent upon CendantÕs and/or our obtaining of certain third party (i.e., software licensors) consents. Cendant allocated the costs for these services to us based on actual usage and the level of support we received from Cendant and its service providers and will continue to allocate costs to us in this manner under the transitional agreement. Our allocated share of the costs for these services was approximately $24,000 in 2004. Cendant did not allocate costs to us in 2002 and 2003.

Executive support. Prior to this offering, Cendant provided us with executive support services through the support of Cendant's Vehicle Services Division of which we are a part. Our allocated share of the costs for executive support was approximately $200,000 in 2002, $250,000 in 2003 and $625,000 in 2004. Following the completion of this offering, we will no longer be required to pay these costs.

General corporate overhead. In addition to the services discussed above which are directly allocated to us by Cendant, certain corporate services are charged to us through CendantÕs general corporate overhead allocation, which is calculated based on a percentage of our revenues. These services include certain of those services discussed above, as well as legal, public and regulatory affairs and purchasing. Our share of the general corporate overhead was approximately $1.5 million in 2002, $1.7 million in 2003 and $2.0 million in 2004.

Non-solicitation of employees. We and Cendant have agreed that for a period of two years following the completion of this offering, neither of us will solicit or hire for employment each other's existing employees with total annual base salary plus cash bonus of $150,000 or more, without the consent of the other party.

Tax receivable agreement

Prior to and in connection with the offering, we will convert from a Delaware limited liability company to a Delaware corporation and all of the outstanding membership interests of Wright Express LLC will convert into 40,000,000 shares of common stock and 100 shares of Series A non-voting convertible preferred stock. We expect that this transaction will result in an increase in the tax basis of our tangible and intangible assets to reflect their fair market value. For this purpose, we believe that the fair market value of our assets will be based in part upon the initial public offering price of our common stock. We expect that this increase in tax basis will reduce the amount of United States federal income tax that we might otherwise be required to pay in the future. In this regard, we intend to enter into a tax receivable agreement with Cendant that will require us to pay Cendant 85% of any tax savings that we realize, subject to Cendant repaying us if it is determined that we were not entitled to these savings. Under the tax receivable agreement, tax savings that we realize will equal the difference between (i) the income taxes that we would pay if the tax basis of our assets was as currently shown on our books and (ii) the income taxes that we actually pay taking into account depreciation and amortization deductions attributable to the fair market value basis in our assets. We expect to benefit from the remaining 15% of cash savings, if any, in income tax that we realize. While the actual amount and timing of any payments under this agreement will vary depending upon a number of factors, including the fair market value of our assets, whether we generate net operating losses for tax purposes, and our effective tax rate during the amortization period, we expect that, as a result of the size of the increase in the tax basis of our tangible and intangible assets, the payments that may be made to Cendant could be substantial. Based on the midpoint of the range of the initial offering price for our common stock and assuming no material changes in the relevant tax law and that we earn sufficient taxable income to realize the full tax benefit of the increased amortization of our assets, we anticipate that future payments to Cendant will be approximately $490.7 million in the aggregate over the expected term of the tax receivable agreement. The tax receivable agreement does not terminate until all payments to Cendant have been made, which may extend beyond 20 years.

Equity-based compensation

Historically, Cendant has made equity-based compensation grants to our named executive officers. During 2004, the aggregate value attributed to the grant of restricted stock units to our named executive officers as of the date of grant was approximately $1.5 million, which is included in compensation expense in our financial statements over the vesting period. During the year ended December 31, 2004, we recorded compensation expense related to these grants of approximately $0.5 million. See ÒManagementÑSummary compensation table.Ó In accordance with past practice, Cendant has not required that our named executive officers pay any purchase price for the restricted stock units, which were granted as long-term incentive compensation awards for services rendered and to be rendered to us by these executives.

Following the closing of this offering, our officers and various employees will, subject to the consent of the holder, receive restricted stock units relating to our common stock and options to purchase our common stock in exchange for Cendant restricted stock units and Cendant stock options currently held by them. The number of restricted stock units, the exercise price of the options and the number of shares of our common stock issuable upon exercise of such options will depend on the relative trading prices of our common stock and CendantÕs common stock following the closing of this offering. See ÒManagementÑ2005 equity and incentive plan.Ó

Special dividend to be paid to Cendant

We paid no dividends to our parent, Cendant, in 2003 and $25.3 million of dividends to Cendant for the year ended December 31, 2004. Prior to the completion of this offering, we intend to declare a special dividend to Cendant in the amount of approximately $310.0 million. The cash portion of this special dividend in the amount of approximately $284.9 million will be funded from borrowings under our new credit agreement and excess cash on hand at the time of the special dividend. The non-cash portion of the special dividend in the amount of approximately $25.1 million relates to the cancellation of the entire balance of a net receivable from Cendant.

The net receivable has accumulated since March 1, 2001 when we became a wholly owned subsidiary of Cendant and generally consists of funds generated from our operations that have been transferred to Cendant since that date. Because the amount of excess cash on hand varies over time and the net receivable balance changes periodically in the ordinary course of our business, the actual amount of the special dividend may be different than the amount stated above. As funds generated by our operations are transferred to Cendant the net receivable balance increases (thereby increasing the amount of the special dividend) and as costs are allocated by Cendant to us the net receivable balance is reduced (thereby decreasing the amount of the special dividend). However, the special dividend is not expected to exceed $325.0 million.

Transactions with current and past Cendant affiliates

We have an agreement with PHH Vehicle Management Services, LLC, a former subsidiary of Cendant, to provide co-branded payment processing and information management services to its fleet customers. Under this agreement, PHH fleet customers may use our services for vehicle-related expenses. PHH pays us for all purchases made by its fleet customers, and we pay PHH a rebate based on the volume of gallons purchased using these services. The term of the agreement is through January 17, 2010, with automatic one-year renewals. Under this agreement, we received approximately $5.9 million, $7.1 million and $8.6 million in net revenue for the years ended December 31, 2002, 2003 and 2004, respectively.

We also have an agreement with PHH that allows the fleets to which we provide services to utilize the PHH vehicle maintenance network for maintenance and other vehicle related services. We pay PHH, and it pays the merchants in PHHÕs vehicle maintenance network, for all transactions made by these fleets using our services at these locations. The initial term of the agreement is through June 2, 2009, with a provision for automatic annual extensions. Under this agreement, we received approximately $2,000, $2,000 and $23,000 in net revenue for the years ended December 31, 2002, 2003 and 2004, respectively.

PHH also provides us with web hosting and development services in connection with our MasterCard product. PHH performs development work at our expense to enhance or maintain the product and hosts the web-based product. Pursuant to this relationship, we paid PHH approximately $931,000, $982,000 and $717,000 in the years ended December 31, 2002, 2003 and 2004, respectively. Additionally, PHH performed other software development for us in 2000 for which we paid PHH approximately $1.5 million in 2004.

We have an agreement with PHH to provide PHH with a MasterCard program. Under this agreement, our bank provides PHH with MasterCard charge card accounts. PHH pays us for its purchasing and travel and entertainment expenses made with these accounts, and we pay PHH a rebate based on the purchases. The current term of the agreement is through March 31, 2005. Under this agreement, we received approximately $52,000, $50,000 and $48,000 in gross revenue for the years ended December 31, 2002, 2003 and 2004, respectively.

We had an agreement with PHH Corporation, a former subsidiary of Cendant, to provide a $100 million revolving line of credit, with an interest rate of LIBOR plus 112.5 basis points. This line of credit was terminated in January 2005. We borrowed $20.0 million on December 31, 2003 for less than a week at a rate of 2.27%, and all borrowings have been paid in full.

We have an agreement with Cendant Operations, Inc., a subsidiary of Cendant, to provide a MasterCard program. Under this agreement, our bank provides MasterCard purchasing charge cards to various Cendant subsidiaries and affiliates. Cendant pays us for all of its purchase transactions, and we pay Cendant a rebate based on the purchases. The term of the agreement is through August 23, 2005. Under this agreement, we received approximately $33,000 and $403,000 in gross revenue for the years ended December 31, 2003 and 2004, respectively. We did not receive any revenue for the year ended December 31, 2002.

We have an agreement with PHH Mortgage Corporation (formerly Cendant Mortgage Corporation) and BishopÕs Gate Residential Mortgage Trust (formerly Cendant Residential Mortgage Trust), former subsidiaries of Cendant, to purchase mortgage loans and then resell them to the Federal Home Loan Bank of Seattle, or FHLB. Under this agreement, we buy loans that meet specific underwriting criteria, and Cendant Mortgage continues to service these same loans, regardless of whether we sell these loans to the FHLB. Under this agreement, we received approximately $95,000 in gross revenue for the year ended December 31, 2003. We did not receive any revenue for the years ended December 31, 2002 or 2004. We no longer purchase mortgage loans under this agreement.

In addition, we hold escrow deposits on behalf of PHH Mortgage Corporation (formerly Cendant Mortgage Corporation) mortgagees pursuant to a commercial money market deposit account agreement and pay operating interest to PHH Mortgage on these escrow deposits. The term of this agreement is open ended, and this agreement may be terminated by mutual agreement of the parties. We paid approximately $8,000 and $1.8 million in operating interest expense to PHH Mortgage for the years ended December 31, 2003 and 2004, respectively. We did not pay any operating interest expense to PHH Mortgage in the year ended December 31, 2002. This agreement is expected to be terminated during the first quarter of 2005.

We have an agreement with Terrapin Funding LLC, a former subsidiary of Cendant, pursuant to which we purchased asset-backed securities. There are no specific terms or minimum purchase requirements. Under this agreement, we received approximately $116,000 and $381,000 in gross revenue for the years ended December 31, 2003 and 2004, respectively. We did not receive any revenue for the year ended December 31, 2002.

We have an agreement with Cendant Car Rental Group, Inc., or CCRG, a subsidiary of Cendant, to provide payment processing and information management services for the refueling purchases of CCRGÕs rental fleet. Under this agreement, CCRG pays us for all purchase transactions made through the program. The agreement is secured by a third-party pledge in an amount equal to the credit extension. This agreement was entered into on August 5, 2003, and there is no specific term in the agreement. Under this agreement, we received approximately $94,000 in gross revenue for the year ended December 31, 2004 and a nominal amount of gross revenue in the year ended December 31, 2003.

We have agreements with Avis Rent a Car System, Inc. and Budget Rent a Car System, Inc., subsidiaries of Cendant, pursuant to which Avis and Budget will provide us with guaranteed corporate rates for rental cars used for business purposes. The initial terms of the agreements are through February 1, 2012, with automatic one-year renewals. We do not anticipate receiving revenue under these agreements. Our payments to Avis and Budget will be based on the extent to which we use these services in the future. As such, we cannot currently estimate the amount of payments we will make to Avis or Budget under these agreements.

We have an agreement with Budget Rent A Car Systems, Inc., a subsidiary of Cendant, to provide a MasterCard rotating account program. Under this agreement, Budget uses this program for its purchasing needs. Budget pays us for all its purchases made on the rotating account, and we pay Budget a rebate based on the purchase volume. The initial term of the agreement is through April 8, 2007. Under this agreement, we received approximately $32,000 in revenue for the year ended December 31, 2003 and a nominal amount of revenue in the year ended December 31, 2004. We did not receive any revenue for the year ended December 31, 2002.

We have an agreement with Cendant Mobility Services Corporation, a subsidiary of Cendant, to provide a corporate MasterCard program. Under this agreement, Cendant Mobility may offer our MasterCard to its relocation customers. The customer referred by Cendant Mobility enters into a direct contract with us for the extension of credit under the program. We pay Cendant Mobility a fee for providing its sales and servicing function to us based upon the actual expenditures of its customers. The initial term of the agreement is through December 23, 2006. Under this agreement, we received approximately $10,000 in gross revenue for the year ended December 31, 2004. We did not receive any revenue for the years ended December 31, 2002 or 2003. We also have an agreement with Cendant Mobility to provide a MasterCard purchasing account program, the term of which is through August 16, 2007. We have not received any revenue under this agreement.

We have an agreement with Cendant Mobility Services Corporation, a subsidiary of Cendant, for Cendant Mobility to provide us with relocation services for our employees. We do not anticipate receiving revenue under this agreement. Our payments to Cendant Mobility will be based on the extent to which we use these services in the future. As such, we cannot currently estimate the amount of payments we will make to Cendant Mobility under this agreement.

We have an agreement with Cendant Travel Distribution Services, Inc., or TDS, a subsidiary of Cendant, to provide a MasterCard rotating account program. Under this agreement, subsidiaries and affiliates of TDS may participate in the program for their purchasing needs, particularly, their online reservation systems. TDS pays for all purchases made on any rotating accounts, and we pay TDS a rebate based on the purchase volume for all the participating subsidiaries and affiliates on the program. The term of the agreement is through September 23, 2007. Under this agreement, we received approximately $20,000, $351,000 and $889,000 in revenue for the years ended December 31, 2002, 2003 and 2004, respectively.

We have an agreement with Jackson Hewitt Tax Service Inc., a former subsidiary of Cendant, to provide the Jackson Hewitt CashCard to Jackson HewittÕs customers. Under the agreement, we provide this MasterCard debit card, branded under the Jackson Hewitt name, to Jackson Hewitt customers which allows these customers to receive their tax refund proceeds on the card. We prepare, produce and distribute to Jackson Hewitt the cards, cardholder agreements and related disclosures, establish a cardholder relationship with the customer and manage the customerÕs transactions. As part of the revenue sharing, we pay Jackson Hewitt 50% of the net revenue, which includes interchange revenue received from MasterCard, cardholder fees and interest revenue, less transaction processing costs and direct program support charges, including fraud and credit losses, incurred by us and third-party vendors. The term of the agreement is through September 30, 2005. Under this agreement, we received $219,000, $3.4 million and $3.5 million in gross revenue for the years ended December 31, 2002, 2003 and 2004, respectively.

We have an agreement with PHH Vehicle Management Services, LLC, a former subsidiary of Cendant, relating to PHHÕs executive car program, under which PHH will provide certain of our officers with a company car for their use. We do not anticipate receiving revenue under this agreement. Our payments to PHH will be based on the extent to which we use its program in the future. As such, we cannot currently estimate the amount of payments we will make to PHH under this agreement.

Pursuant to federal banking regulations, affiliate transactions, such as many of those described above, must be collateralized. Accordingly, Cendant has collateralized affiliate transactions in the amount of $1.5 million. This collateral arrangement will be dissolved following the completion of this offering.

Prior to the completion of this offering, Wright Express LLC will be converted from a Delaware limited liability company to a Delaware corporation and will change its name to Wright Express Corporation. All of the outstanding membership interests of Wright Express LLC will be converted into 40,000,000 shares of common stock and 100 shares of non-voting convertible preferred stock, with an aggregate liquidation preference of $10.0 million and a dividend preference based on a floating rate equal to the three-month LIBOR, plus 150 basis points. Concurrently with the closing of this offering, Cendant intends to sell all 100 shares of non-voting convertible preferred stock to one or more unaffiliated institutional investors.

Transaction with director nominee

Cubex Corporation, a consulting company, provides us with management consulting services. Rowland Moriarty, who is expected to serve as the non-executive chairman of our board of directors, is the chairman, chief executive officer and principal owner of Cubex. We paid Cubex $121,000, $91,000 and $217,000 in the years ended December 31, 2002, 2003 and 2004, respectively. This arrangement will be terminated upon the completion of this offering.