AMENDED AND RESTATED WRIGHT EXPRESS CORPORATION SEVERANCE PAY PLAN FOR OFFICERS

Exhibit 10.4

AMENDED AND RESTATED

                                                                                WRIGHT EXPRESS CORPORATION

SEVERANCE PAY PLAN

FOR

OFFICERS

Effective Date: —————    February 22, 2005

Amended and Restated February 1, 2008

Further Amended and Restated January 1, 2009

ARTICLE I — INTRODUCTION

          Wright Express Corporation and Wright Express Financial Services Corporation (referred to collectively herein as the “Company”), hereby establishes the Wright Express Corporation Severance Pay Plan for Officers (the “Plan”), effective as of February 1, 2008 , to provide severance benefits to certain employees of the Company and its subsidiaries who suffer a loss of employment under the terms and conditions set forth in the Plan. The Plan replaces and supercedes (i) any and all severance plans, policies and/or practices of the Company or its subsidiaries, whether written or unwritten, in effect for covered employees prior to February 1, 2008 and (ii) any and all severance plans, policies and or practices of any business or entity acquired by the Company effective upon the consummation of any such acquisition, in the sole discretion of the Company. The Plan may not be amended or changed except in accordance with the provisions set forth below and is to be administered in the sole and absolute discretion of the Company.

ARTICLE II — DEFINITIONS AND INTERPRETATIONS

          The following definitions and interpretations of important terms apply to the Plan.

          (a) Agreement . The Agreement and General Release provided by the Company to an Eligible Employee as determined in the sole and absolute discretion of the Company in connection with his or her termination of employment with the Company, which if executed by the Eligible Employee (and not timely revoked), will acknowledge his or her termination of employment with the Company and release the Company from liability for any and all claims. By signing the Agreement and General Release, an Employee waives all rights he or she may have under state and federal employment statutes and all common law causes of action related to his or her employment and termination thereof.

          (b) Base Pay . For purposes hereof, Base Pay shall mean an employee’s annual base salary or wages from the Company. Base Pay shall be determined as reflected on the Company’s payroll records, and shall not include bonuses, overtime pay, shift premiums, commissions, employer contributions for benefits, incentive or deferred compensation or other additional compensation. For purposes hereof, an Eligible Employee’s Base Pay shall include any salary reduction contributions made on his or her behalf to any plan of the Company under section 125 or 401(k) of the Internal Revenue Code of 1986, as amended (“Code”) . One week of Base Pay shall mean an employee’s annual Base Pay divided by fifty-two (52).

          (c) Cause. Termination for cause shall mean termination as a result of any of the following: (a) misappropriation or improper use or disclosure of any confidential or proprietary information of the Company; (b) failure to comply with any contractual obligations to the Company; (c) solicitation for hire away from the Company any current Company employees absent the Company’s consent; or (d) taking any action which the Company, in its sole discretion, deems to have been inimical or detrimental to the interests of the Company

          (d) Company . Wright Express Corporation and Wright Express Financial Services Corporation.

          (e) Effective Date . February 1, 2008

          (f) Eligible Employee . Any employee of the Company who: (i) is classified by the Company as an active, full-time employee of the Company and who is designated as Chief Executive Officer(“CEO”), Executive Vice President (“EVP”), Senior Vice President (“SVP”), or Vice President (“VP”), and, (ii) is involuntarily terminated from employment for one of the reasons set forth in Article III, Section A of the Plan. Notwithstanding the foregoing, an Eligible Employee shall not include any individual (i) classified as an independent contractor by the Company, (ii) being paid by or through an employee leasing company or other third party agency, (iii) any other person classified by the Company as a leased employee, during the period the individual is so paid or classified even if such individual is later retroactively reclassified as a common-law employee of the Company or an affiliate during all or any part of such period pursuant to applicable law or otherwise.

          (g) Participant . An Eligible Employee who meets all the requirements set forth in Article III of the Plan. An individual shall cease being a Participant once payment of all severance pay and other benefits due to such individual under the Plan has been completed (or upon the death of the Participant, if earlier) and no person shall have any further rights under the Plan with respect to such former Participant.

          (h) Plan Administrator . The Plan Administrator shall be SVP, Human Resources.

          ( i ) Taxation. The Participant acknowledges and agrees that the Company may directly or indirectly withhold from any payments under this Plan all federal, state, city or other taxes that will be required pursuant to any law or governmental regulation. Anything in this Plan to the contrary notwithstanding, the terms of this Plan shall be interpreted and applied in a manner consistent with the requirements of Section 409A of the Code and the Treasury Regulations (“Regulations”) so as not to subject Participants to the payment of any tax or interest which may be imposed under such section, and the Company shall have no right to accelerate or make any payment under this Plan to the extent such action would subject the Participant to the payment of any tax or interest under such section. If all or a portion of the benefits and payments provided under this Agreement constitute taxable income to Participants for any taxable year that is prior to the taxable year in which such payments and/or benefits are to be paid to the Participant, as a result of the Plan’s failure to comply with the requirements of Section 409A of the Code and the Regulations, the applicable payment or benefit shall be paid immediately to the Participant to the extent such payment or benefit is required to be included in income.

ARTICLE III — ELIGIBILITY

           A. WHO IS ELIGIBLE?

          If you meet the criteria to be determined an Eligible Employee as that term is defined in Article II (f) above, you shall become eligible for the severance pay described in Article IV of the Plan ( i.e. , you will become a “Participant”) by meeting the requirements set forth below:

     (a) you are involuntarily terminated for one of the following reasons:

     (b) you deliver a signed, dated and notarized Agreement to the individual whose signature appears on the cover letter accompanying the Plan and the Agreement by no later than the date (if any) set forth in the Agreement ; provided, however, that the timing of such release shall be in compliance with Code Section 409A and shall not cause an impermissible delay of payment , and the time for you to revoke such Agreement (if any) as specified in the Agreement has expired; and

     (c) the Company has not determined that you, either prior or subsequent to your termination of employment, have (a) misappropriated or improperly used or disclosed any confidential or proprietary information of the Company; (b) failed to comply with any contractual obligations to the Company; (c) solicited for hire away from the Company, any current Company employees absent the Company’s consent; (d) taken any action which the Company, in its sole discretion, deems to have been inimical or detrimental to the interests of the Company; or (e) you meet the criteria to be determined an Eligible Employee as that term is defined in Article II (f) above.

     If you do not satisfy all of the above requirements, you shall not be considered a Participant, and you shall not be entitled to commence or continue to receive any benefits under the Plan. Additionally, you shall not become a Participant, and shall not become entitled to benefits while you continue to be employed by the Company.

           B. WHO IS NOT ELIGIBLE?

          You shall not be eligible for severance pay under this Plan if your employment is terminated for any reason other than set forth in paragraph A, including, but not limited to:

          In addition, if you have executed a separate employment agreement with the Company which expressly provides for severance pay, you shall not be eligible for benefits under this Plan, unless this Plan provides for greater benefits (as determined by the Plan Administrator). No employee of any subsidiary of the Company outside of those subsidiary(ies) defined as the Company by Article II (d) of this Plan shall be eligible for severance pay under this Plan unless provided for by separate written agreement.

ARTICLE IV — SEVERANCE PAY

           A. SCHEDULE OF BENEFITS

          If you become a Participant, you will receive the following benefits under the Plan:

          If you are an Officer of the Company and are designated by the Plan Administrator as Chief Executive Officer (“CEO”), then (i) if you have less than six (6) months employment service with the Company, you will receive twenty-six (26) weeks of Base Pay; and (ii) if you have been actively employed with the Company for a minimum of six (6) months, you will receive fifty-two (52) weeks of Base Pay.

          If you are an Officer of the Company and are designated by the Plan Administrator as Senior Vice President or Executive Vice President (“SVP”) or (“EVP”), then (i) if you have less than six (6) months of employment service with the Company, you will receive thirteen (13) weeks of Base Pay; and (ii) if you have been actively employed with the Company for a minimum of six (6) months, you will receive twenty-six (26) weeks of Base Pay.

          If you are an Officer of the Company and are designated by the Plan Administrator as Vice President (“VP”) then (i) if you have less than six (6) months of employment service with the Company, you will receive six (6) weeks of Base Pay; and (ii) if you have been actively employed with the Company for a minimum of six (6) months, you will receive thirteen (13) weeks of Base Pay.

          Notwithstanding the foregoing, if the amount of severance pay that you would have received if calculated pursuant to the most favorable formula set forth in the Wright Express Corporation Severance Pay Plan for Non-Officer Employees (assuming that you were an eligible participant of such plan) is greater than the amount of severance pay calculated hereunder, then you will receive hereunder, upon eligibility for severance pay hereunder, such higher amount.

          Notwithstanding any provision of this Plan to the contrary, the Plan Administrator, in its sole and absolute discretion and based on such criteria as the Administrator deems relevant, may, vary the severance benefits under this Plan. In no event, however, will a

Participant receive more than fifty-two (52) weeks of Base Pay. In addition, in no event will any employee be entitled to receive severance pay under this Plan in addition to severance pay provided for under a separate employment agreement or from any other source.

           B. HOW AND WHEN BENEFITS WILL BE PAID

          Severance pay benefits are payable at the discretion of the Company and may be paid to you in a lump sum payment , in equal installments not less frequently than once per month over a twelve month period, or a combination of lump sum and equal installments not less frequently than once per month over a twelve month period , subject to applicable federal, state and local tax deductions and withholding.

           Amounts payable under Article IV, Section A, following termination of employment, other than those expressly payable on a deferred basis, will be paid in the payroll period next fol