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.