TRANSITIONAL AGREEMENT

Exhibit 10.4

EXECUTION COPY

TRANSITIONAL AGREEMENT

among

CENDANT CORPORATION,

CENDANT OPERATIONS, INC.

and

WRIGHT EXPRESS CORPORATION

Dated as of February 22, 2005

TABLE OF CONTENTS

ARTICLE I

SERVICES

i

ii

ARTICLE XI

MISCELLANEOUS

iii

TRANSITIONAL AGREEMENT (this “ Agreement “), dated as of February 22, 2005 (the “ Effective Date “), by and among Cendant Operations, Inc., a Delaware corporation (“ Cendant Operations “), Cendant Corporation, a Delaware corporation (together with its Subsidiaries, “ Cendant ”) and Wright Express Corporation, a Delaware corporation (“ Wright Express “). Each of Cendant Operations, Cendant and Wright Express is sometimes referred to herein as a “ Party “ and collectively, as the “ Parties .”

W I T N E S S E T H :

WHEREAS, Cendant is the indirect owner of all of the issued and outstanding common stock, par value $0.01 per share (the “ Common Stock ”), and Series A non-voting convertible preferred stock (the “ Preferred Stock ”) of Wright Express immediately prior to the date hereof; and

WHEREAS, Cendant Operations and Wright Express have each determined that it is desirable to enter into this Agreement, which sets forth the terms of certain relationships and other agreements among Cendant Operations, Cendant and Wright Express following the date of the closing (the “ Closing Date ”) of the Initial Public Offering.

NOW, THEREFORE, in contemplation of Wright Express ceasing to be so wholly owned by Cendant and in consideration of the foregoing and the covenants and agreements set forth herein, the Parties, intending to be legally bound hereby, agree as follows:

ARTICLE I

SERVICES

Section 1.1 Provision of Services . Upon the terms and subject to the conditions set forth in this Agreement, Cendant Operations agrees to provide to Wright Express those services described in Exhibit A attached hereto, each on and pursuant to the terms set forth therein (together, with the Additional Services (as defined in Section 1.2), the “Services“).

Section 1.2 Additional Services . From time to time during the Term (as defined in Section 1.4), Wright Express may find it desirable to request, in addition to the Services described in Exhibit A, additional services to be made available to Wright Express by Cendant Operations (“ Additional Services “). In the event that Wright Express makes a written request that Cendant Operations provide Additional Services and Cendant Operations agrees to provide such Additional Services, the Parties shall negotiate in good faith and execute amendments to Exhibit A for such Additional

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Services that shall set forth, among other things, (a) the time period during which the Additional Services shall be provided, (b) a description of the Additional Services, and (c) and the estimated charge for the Additional Services. Cendant Operations’s obligations with respect to providing any such Additional Services shall become effective only upon an amendment to Exhibit A being duly executed and delivered by each Party. It is understood that Cendant Operations has no obligation to provide Additional Services and may reject any request by Wright Express for Additional Services for any reason or for no reason.

Section 1.3 Obligations as to Additional Services . Cendant Operations agrees to enter into discussions with Wright Express to provide any Additional Services that (i) Wright Express is unable to obtain from a third party provider, (ii) are directly dependent upon or inextricably intertwined with the Services and (iii) were inadvertently and unintentionally omitted from the list of Services; provided, however, that Cendant Operations shall not be obligated to provide such Additional Services if, following good-faith negotiation, the Parties are unable to reach agreement on such terms.

Section 1.4 Term of Agreement and Services . The term of each Service identified in Exhibit A shall commence upon the Effective Date and, unless earlier terminated by the Parties as provided herein, shall expire on the date as set forth for each Service in Exhibit A (the “ Term “).

Section 1.5 Subcontracting of Services . Wright Express acknowledges that prior to the Effective Date, Cendant Operations may have subcontracted with unaffiliated third parties to provide services in connection with all or any portion of the Services to be provided hereunder. Cendant Operations reserves the right to subcontract with unaffiliated third parties to provide the Services or to enter into new subcontract relationships for any Service provided that the level of service remains consistent with the level of service previously provided to Wright Express.

Section 1.6 Standard of Service . Cendant Operations agrees that in providing (or causing others to provide) the Services under this Agreement, it shall (and shall cause each affiliate or advisor and, to the extent practicable, any or other third-party service provider to): (i) conduct itself in accordance with (A) standards of quality consistent with the standards applied by Cendant Operations as of the Effective Date with respect to the specific matters in question, and (B) standards of quality consistent with those applied by Cendant Operations hereafter with respect to the specific matters in question in its own business; (ii) comply with all laws, regulations and orders applicable to the conduct of the activities contemplated hereby in all material respects; (iii) comply in all material respects with any applicable standards, procedures, policies, operating guidelines, practices and instructions set forth in Exhibit A, describing the relevant Services; and (iv) comply in all material respects with any commercially reasonable standards, procedures, policies, operating guidelines, practices and instructions imposed by third-parties in connection with the Services. Notwithstanding the foregoing, it shall not be deemed to be a breach of this Agreement if Cendant Operations fails to meet the standards required under this Section 1.6 because of the failure of Wright Express to cooperate with or provide information or services to Cendant Operations as required under this Agreement.

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(a) In addition to the provisions of Section 1.6, if Wright Express desires a higher quality of the Services than Cendant Operations is otherwise obligated to provide pursuant to Section 1.6 or any of the other provisions of this Agreement, including Exhibit A , Wright Express will be entitled to receive such higher level of quality after giving no less than 30 days’ prior written notice to Cendant Operations if (i) Wright Express agrees to pay for all additional Actual Costs associated with such increased level and (ii) in the sole judgment of Cendant Operations, such increased level does not impose an additional burden on Cendant Operations.

(b) Cendant Operations shall promptly notify Wright Express of any event or circumstance of which Cendant Operations or any of its representatives has knowledge that would or would be reasonably likely to cause a disruption in the Services.

Section 1.7 Right to Decline Services . Notwithstanding anything contained herein or in Exhibit A, Cendant Operations may decline to provide all or any part of any particular Services, if Cendant Operations reasonably believes that the performance of its obligations relating thereto would violate any applicable law, regulation, judicial or administrative ruling or decision, any property right or agreement or any announcement, policy or standard applicable to its business, but only (a) to the extent reasonably necessary for Cendant Operations to ensure compliance therewith, (b) after Cendant Operations has applied commercially reasonable efforts to reduce the amount and/or effect of any such restrictions and (c) after Cendant Operations has delivered written notice to Wright Express specifying in reasonable detail the nature of the applicable restrictions and of any proposed resulting modification in Cendant Operations’s obligations.

Section 1.8 Compensation and Other Payments. Wright Express agrees to pay Cendant Operations, in accordance with Section 1.9, an amount equal to the sum of the following items (collectively, the “ Wright Express Payables “):

(a) An amount in cash equal the amounts set forth in Exhibit A ;

(b) If applicable, the Actual Cost of any Additional Services provided by Cendant Operations pursuant to Section 1.2; and

(c) If applicable, incremental increases in the Actual Cost of Services for increased levels of Services provided by Cendant Operations pursuant to Section 1.6(a).

Section 1.9 Billing and Payment Terms.

(a) Wright Express agrees to pay Cendant Operations in accordance with, and subject to, the billing and payment terms set forth in Exhibit A for each of the Services. Amounts not paid in accordance with this Section 1.9(a) within the period due as set forth in Exhibit A shall accumulate interest at the rate of 10 percent per

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annum or the maximum lawful rate, whichever is less (such rate being referred to herein as the “ Interest Rate “). Upon the termination of the Services, Cendant Operations will invoice Wright Express for Services incurred or other applicable charges since the last invoice in accordance with the terms and conditions set forth herein and in Exhibit A .

(b) In the event Wright Express does not pay any sum, or any part thereof, in accordance with this Section 1.9, Cendant Operations shall, effective 30 days following the delivery of written notice to Wright Express of such payment default, have no further obligation pursuant to this Agreement to provide Services to Wright Express until such unpaid balance plus all accrued interest at the applicable Interest Rate shall have been paid; provided that Cendant Operations shall not be relieved of any of its obligations to provide Services pursuant to this Agreement if, following the delivery of such written notice but prior to 30 days following such delivery, Wright Express delivers written notice to Cendant Operations written notice setting forth in detail the reasons that such charges are not due and payable. If Cendant Operations determines in good faith that such amounts are still due and payable and Wright Express has not paid such amounts within five (5) Business Days of such notice, Cendant Operations may suspend all Services under this Agreement and the disputed invoices shall be referred to resolution under Section 11.7 hereunder.

(c) Wright Express shall promptly notify Cendant Operations in writing of any amounts billed to it that are in dispute. Upon receipt of such notice, Cendant Operations will research the items in question in a reasonably prompt manner and cooperate to resolve any differences with Wright Express. In the event that the Parties mutually agree that any amount that was paid by Wright Express was not properly owed, Cendant Operations will refund that amount to Wright Express within 20 days of the delivery of such notice (or, alternatively, Cendant Operations may deduct the dollar amount from the next invoice submitted to Wright Express). In the event agreement is not reached by the Parties within 30 days of delivery of the notice referred to above, the matter shall be referred to resolution in accordance with Section 11.7.

Section 1.10 Interruption of Services . Except as otherwise provided herein, Cendant Operations will use its commercially reasonable efforts to provide uninterrupted Services through the Term. In the event, however, that Cendant Operations or its respective suppliers or subcontractors are wholly or partially prevented from providing a Service or Services to Wright Express or if a Service or Services are interrupted or suspended, in either case by reason of any force majeure event set forth in Section 11.1, or Cendant Operations shall deem it reasonably necessary to suspend delivery of a Service hereunder for purposes of maintenance, repair or replacement of equipment parts or structures, Cendant Operations shall not be obligated to deliver such Service during such periods provided that Cendant Operations: (a) has given, whenever possible, reasonable written notice of the interruption in accordance with Section 11.6 within a reasonable period of time, explaining the reason, purpose and likely duration thereof; and (b) use commercially reasonable efforts to minimize the duration and impact of the interruption. If such interruption of Services has a significant negative impact on Wright Express’s business and Cendant Operations cannot readily reinstate the Service involved, Cendant Operations will use its commercially reasonable efforts to assist Wright Express in securing alternative services to minimize such negative impact on Wright Express.

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Section 1.11 Supervision and Compensation . Cendant Operations shall select, employ, pay, supervise, direct and discharge all the personnel providing Services hereunder. Subject to Section 1.7, Cendant Operations shall be solely responsible for the payment of all benefits and any other direct and indirect compensation for Cendant Operations personnel assigned to perform services under this Agreement, as well as such personnel’s worker’s compensation insurance, employment taxes, and other employer liabilities relating to such personnel as required by law. Cendant Operations shall be an independent contractor in connection with the performance of Services hereunder and the employees performing Services in connection herewith shall not be deemed to be employees of Wright Express.

Section 1.12 Staffing of Personnel . Cendant Operations shall be solely responsible for assigning personnel to perform the Services, which personnel will be instructed by Cendant Operations to perform the Services in a timely, efficient and workmanlike manner.

ARTICLE II

COSTS AND EXPENSES RELATED TO THE INITIAL PUBLIC OFFERING

Section 2.1 Allocation of Costs and Expenses . Cendant shall pay for all fees, costs and expenses incurred by Wright Express directly related to (i) the Initial Public Offering, including, but not limited to, any and all fees, costs and expenses related to (a) the preparation and negotiation of this Agreement and of all of the documentation related to the Initial Public Offering, (b) the preparation and execution or filing of any and all further documents, agreements, forms, applications, contracts or consents associated with the Initial Public Offering, (c) Wright Express’s organizational documents, (d) the preparation, printing and filing of the IPO S-1, including all fees and expenses of complying with applicable federal, state or foreign securities laws and domestic or foreign securities exchange rules and regulations, together with fees and expenses of counsel retained to effect such compliance, (e) the preparation, printing and distribution of each of the prospectuses for the Initial Public Offering, (f) the initial listing of the Common Stock on the New York Stock Exchange and (g) the preparation, prior to the Closing Date, of the documentation related to implementing Wright Express’s employee benefit plans, retirement plans and equity-based plans as a result of the Initial Public Offering and (ii) the Preferred Stock Placement. Notwithstanding the foregoing, Cendant shall not be responsible for the payment of any costs and expenses (including, without limitation, legal fees) incurred by Wright Express in connection with any exercise by the underwriters in the Initial Public Offering of their option to purchase additional shares of Common Stock, the Debt Financing or separate review by counsel, other than Skadden, Arps, Slate, Meagher & Flom LLP, of the plans referred to in (g) above.

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ARTICLE III

MUTUAL OBLIGATIONS; COVENANTS

Section 3.1 Legal Actions.

(a) Within five Business Days of any Party becoming a party to, or threatened with, or otherwise receives notice of, any legal or regulatory proceeding or investigation (including inquiries or complaints from any federal agency, state attorney general’s office, from a legislator on behalf of a constituent or from any Better Business Bureau or similar organization) (in each case, a “ Proceeding “) arising out of or in connection with the Services provided hereunder, it is agreed that such Party will promptly provide written notification of such event to the other Party and, to the extent reasonably requested or appropriate, the other Party will cooperate with such Party to defend, settle, compromise or otherwise resolve such Proceeding; provided that any costs incurred by the other Party related to its cooperation shall be borne by the Party against whom the Proceeding has been brought if it is determined that such Party has been negligent or engaged in willful misconduct.

(b) No Party shall have the authority to institute, prosecute or maintain any Proceeding on behalf of the other Party without the prior written consent of the other Party.

(c) This Section 3.1 shall not apply to the extent provided otherwise by the provisions of Article IV or Article VIII.

Section 3.2 Providing Periodic Reports . Cendant Operations will provide, upon reasonable written notice, such periodic reports with respect to the Services it provides hereunder as are reasonably requested by Wright Express, including such reports as are specified in Exhibit A.

Section 3.3 Public Announcements . Neither Cendant Operations nor Wright Express shall issue a press release or other public announcement making reference to the other Party, the other Party’s products or the Services provided hereunder, other than in the Registration Statement or Prospectus or otherwise required by law, unless such Party has received the written approval of the other Party with respect to the proposed text of such press release or announcement, which approval shall not be unreasonably withheld or delayed, and neither Party shall make or publish any statement that is, or may be reasonably considered to be, disparaging of the other Party or its affiliates, directors, employees, products or services.

Section 3.4 Means of Providing Services . With respect to any particular Service(s) to be provided hereunder, Cendant Operations shall, unless otherwise specified in Exhibit A, determine the means and resources used to provide such Service(s) in accordance with its prudent business judgment; provided that Cendant Operations shall not take any action with respect to its provision of such Service(s) that

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materially increase the cost to Wright Express, except as required to provide such Services, or that significantly disrupt Wright Express operations or materially increase the scope of its responsibility under this Agreement.

Section 3.5 Further Assurances . Each of Cendant Operations and Wright Express shall execute and deliver such further documents and shall take such other actions as each of them may reasonably request of the other as may be necessary to effect or enable the provision of the Services contemplated hereunder.

ARTICLE IV

TAX MATTERS

Section 4.1 Service Taxes . Wright Express shall pay or cause to be paid all sales, service, valued added, use, excise, occupation, and other similar taxes and duties (together in each case with all interest, penalties, fines and additions thereto) that are assessed against either party on the provision of Services as a whole, or any particular Service (including with respect to amounts paid by Cendant to third parties), including Additional Services, received by Wright Express or any of its Subsidiaries from Cendant or any of its Affiliates pursuant to the terms of this Agreement (collectively, “Service Taxes”). If required under applicable law (or, in the case of Service Taxes relating to amounts paid by Cendant to third parties), Cendant shall invoice Wright Express for the full amount of all Service Taxes, and Wright Express shall pay, in addition to the other amounts required to be paid pursuant to the terms of this Agreement, such Service Taxes to Cendant.

Section 4.2 Limitation of Damages . Notwithstanding anything to the contrary contained in this Agreement, Cendant shall not be liable for any claim in respect of Services relating to Taxes or Tax Returns of Wright Express or any of its Subsidiaries (including those Services provided by Cendant to Wright Express or any of its Subsidiaries set forth in the relevant Exhibits), except to the extent that such claim arises from the willful misconduct or gross negligence of Cendant (except those Services set forth in Exhibit A-2).

ARTICLE V

ACCESS TO INFORMATION, PERSONNEL AND HISTORICAL RECORDS

Section 5.1 Information and Personnel Shared Historical Records . Within 30 days of the Effective Date, Cendant shall deliver to Wright Express copies of all historical records, including but not limited to, the books, records, and such other records, files, information and/or data, or portions thereof (the “ Records ”), related primarily to the business of Wright Express. The provision of any Records shall not be deemed a waiver of any Privilege and the parties shall use reasonable efforts to maintain and protect such Privileges with reasonable prior notice and in consultation with the other parties.

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Section 5.2 Access to Information . Subject to the confidentiality provisions set forth in Article VI below and any other restrictions contained in this Agreement:

(a) Cendant and Wright Express shall provide, upon written request, any information within such Party’s possession that the requesting Party reasonably needs (i) to comply with requirements imposed on the requesting Party by a governmental authority; (ii) for use by such requesting Party in any proceeding or to satisfy audit, accounting, tax or similar requirements; or (iii) to comply with such requesting Party’s obligations under this Agreement or any other agreement executed by Cendant and Wright Express in connection with this Agreement or the Initial Public Offering.

(b) Wright Express shall provide to Cendant, at no expense to Cendant, all financial and other data and information that Cendant determines is necessary and advisable in the preparation of Cendant’s financial statements and any reports or filings with any governmental agency.

Section 5.3 Litigation Cooperation . The Parties agree to the extent reasonably necessary to cooperate and consult in the defense and settlement of any threatened or filed third-party action, claim or dispute which jointly involves Cendant or Wright Express or any of their Subsidiaries (“ Third Party Action ”) which primarily relates to matters, actions, events or occurrences taking place prior to the Closing Date. In addition, both Cendant and Wright Express will use their reasonable best efforts to provide assistance to the other Party with respect to any Third Party Action, and to make available to the other Party directors, officers, other employees and agents of such assisting Party as witnesses in legal, administrative or other proceedings. The Party providing information, consulting or witness services under this Section 5.3 shall be entitled to reimbursement from the other Party for reasonable and documented expenses. This Section 5.3 shall not apply to the extent provided otherwise by the provisions of Article IV or Article VIII.

Section 5.4 Attorney Client Privilege . Neither Cendant nor Wright Express will be required to provide any information pursuant to this Agreement if the provision of such information would serve as a waiver of any Privilege afforded such information.

ARTICLE VI

CONFIDENTIALITY

Section 6.1 Confidential Information . For purposes of this Agreement, “Confidential Information“ means any information disclosed by a Party (the “ Providing Party “) to the other Party (the “ Receiving Party “) pursuant to this Agreement relating to the business, finances, technology or operations of the Providing Party. The Receiving Party will (a) treat as confidential all Confidential Information of the Providing

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Party, (b) not use such Confidential Information except to exercise its rights and perform its obligations under this Agreement, and (c) not disclose such Confidential Information to any third party. Each Party will use at least the same degree of care (and not less than a reasonable degree of care) it uses to prevent the disclosure of its own confidential information of like importance, to prevent the disclosure of the Providing Party’s Confidential Information including the execution of confidentiality agreements with its employees and consultants having access to such Confidential Information. Each Receiving Party will promptly notify the Providing Party of any actual or suspected misuse or unauthorized disclosure of the Providing Party’s Confidential Information.

Section 6.2 Exceptions . Confidential Information excludes information that: (a) was in the public domain at the time it was disclosed or has become in the public domain through no fault of the Receiving Party; (b) becomes known to the Receiving Party through lawful means, at the time of disclosure, and was acquired by such Receiving Party after the Effective Date as demonstrated by the Receiving Party; (c) was independently developed by the Receiving Party without any use of the Confidential Information; or (d) becomes known to the Receiving Party, without restriction, from a source other than the Providing Party; provided that such information was provided (i) under the circumstances of disclosure that the Receiving Party does not have a duty of non-disclosure owed to such third party, (ii) to the Receiving Party’s knowledge, the disclosing party’s disclosure is not violative of a duty of non-disclosure owed to another, including the Receiving Party, and (iii) the disclosure by the third party is not otherwise unlawful. In the event that the Receiving Party, or any of its representatives, becomes legally compelled by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar judicial or administrative process to disclose any Providing Party’s Confidential Information, the Receiving Party shall provide prompt prior written notice of such requirement and cooperate with the Providing Party to obtain a protective order or similar remedy to cause the Providing Party’s Confidential Information not to be disclosed, including interposing all available objections thereto. In the event that such protective order or other similar remedy is not obtained, the Receiving Party shall furnish only that portion of the Providing Party’s Confidential Information that has been legally compelled and shall exercise commercially reasonable efforts to obtain assurance that “highly confidential“ treatment will be accorded such Confidential Information.

Section 6.3 Additional Responsibilities . Each Party will inform its employees, agents and consultants having access to Confidential Information of the other Party of the confidentiality provisions hereof, and will diligently enforce such provisions, and will be responsible for actions of such employees, agents and consultants in this respect.

ARTICLE VII

DISCLAIMER AND LIMITATION OF LIABILITY

Section 7.1 Disclaimer of Warranties . CENDANT OPERATIONS MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES TO BE PROVIDED UNDER THIS AGREEMENT.

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Section 7.2 Limitation of Consequential Damages . NO PARTY SHALL UNDER ANY CIRCUMSTANCES BE LIABLE TO ANY OTHER PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS OR REVENUE) RESULTING OR ARISING FROM THE SERVICES, ANY PERFORMANCE OR NONPERFORMANCE OF THE SERVICES OR TERMINATION OF THE SERVICES. THIS LIMITATION APPLIES REGARDLESS OF WHETHER SUCH DAMAGES OR OTHER RELIEF ARE SOUGHT BASED ON BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT, OR ANY OTHER LEGAL OR EQUITABLE THEORY.

ARTICLE VIII

BUSINESS AND REGISTRATION STATEMENT INDEMNIFICATION

Section 8.1 General Cross Indemnification .

(a) Cendant agrees to indemnify and hold harmless Wright Express and each of the officers, directors, employees and agents of Wright Express against any and all costs and expenses arising out of third party claims (including, without limitation, attorneys’ fees, interest, penalties and costs of investigation or preparation for defense), judgments, fines, losses, claims, damages, liabilities, demands, assessments and amounts paid in settlement (collectively, “ Losses ”), in each case, based on, arising out of, resulting from or in connection with any claim, action, cause of action, suit, proceeding or investigation, whether civil, criminal, administrative, investigative or other (collectively, “ Actions ”), based on, arising out of, pertaining to or in connection with the operation or conduct of the business of Cendant, whether before, on or after the date hereof, other than the business of Wright Express, its Subsidiaries or its predecessors.

(b) Wright Express agrees to indemnify and hold the Cendant Group and their officers, directors, employees and agents against any and all Losses, in each case, based on, arising out of, resulting from or in connection with any Actions, based on, arising out of, pertaining to or in connection with (i) any breach by Wright Express of this Agreement or any other agreement between Cendant and Wright Express executed in connection with this Agreement, the Initial Public Offering and the Preferred Stock Placement, (ii) 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, Wright Express and its Subsidiaries, whether before, on or after the date hereof, including with respect to any pending litigation against the Cendant Group with respect thereto as of the date, (iii) any acts or omissions arising out of the performance of this Agreement or any other agreement between the Cendant Group and Wright Express executed in connection with this Agreement, the Initial Public Offering and the Preferred

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Stock Placement, whether in the past or future and (iv) any guaranty, keepwell or financial condition maintenance agreement of or by the Cendant Group provided to any Person with respect to any actual or contingent obligation of Wright Express or any of its Subsidiaries.

(c) The indemnity agreement contained in Sections 8.1(a) and (b) shall be applicable whether or not any Action or the facts or transactions giving rise to such Action arose prior to, on or subsequent to the date of this Agreement.

Section 8.2 Registration Statement Indemnification .

(a) Wright Express agrees to indemnify and hold harmless Cendant and its officers, directors, employees and agents (collectively, the “ Registration Indemnitees ”) from and against any and all Losses arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Offering Document, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such Losses arise out of or are based upon any untrue statement or omission or alleged untrue statement or omission which has been made therein or omitted therefrom in reliance upon and in conformity with (i) information relating to Cendant (other than the Wright Express business) furnished in writing to Wright Express by Cendant relating to information specifically about Cendant (other than the Wright Express business) in any Offering Document expressly for use in such Offering Document and (ii) information relating to any underwriter furnished in writing to Wright Express by or on behalf of such underwriter expressly for use in such Offering Document.

(b) Cendant agrees to indemnify and hold harmless Wright Express and its officers, directors, employees and agents, to the same extent as the foregoing indemnity from Wright Express to each Registration Indemnitee, but only with respect to (i) information relating to Cendant (other than the Wright Express business) furnished in writing to Wright Express by Cendant relating to information specifically about Cendant (other than the Wright Express business) expressly for use in any Offering Document. For purposes of this Section 8.2(b), any information relating to any underwriter that is contained in an Offering Document shall not be deemed to be information relating to a Registration Indemnitee. If any Action shall be brought against Wright Express, any of its directors, officers, employees or agents, based on any Offering Document and in respect of which indemnity may be sought against a Registration Indemnitee pursuant to this paragraph (b), such Registration Indemnitee shall have the rights and duties given to Wright Express by Section 8.4 hereof (except that if Wright Express shall have assumed the defense thereof such Registration Indemnitee shall not be required to do so, but may employ separate counsel therein and participate in the defense thereof, but the fees and expenses of such counsel shall be at such Registration Indemnitee’s expense), and Wright Express, its officers, directors, employees and agents shall have the rights and duties given to such Registration Indemnitee by Section 8.4 hereof.

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Section 8.3 Contribution .

(a) If the indemnification provided for in this Article VIII is unavailable to an indemnified party under Section 8.2 hereof in respect of any Losses referred to therein, then an indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Losses in such proportion as is appropriate to reflect the relative fault of Wright Express on the one hand and the applicable Registration Indemnitee on the other in connection with the statements or omissions that resulted in such Losses. The relative fault of Wright Express on the one hand and the applicable Registration Indemnitee on the other hand shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by Wright Express on the one hand or by such Registration Indemnitee on the other hand and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

(b) No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

Section 8.4 Procedure . If any Action shall be brought against a Registration Indemnitee or any other person entitled to indemnification pursuant to this Article VIII (collectively with the Registration Indemnitees, the “Indemnitees”) in respect of which indemnity may be sought against Wright Express, such Indemnitee shall promptly notify Wright Express, and Wright Express shall assume the defense thereof, including the employment of counsel and payment of all fees and expenses. Such Indemnitee shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such person unless (i) Wright Express has agreed in writing to pay such fees and expenses, (ii) Wright Express has failed to assume the defense and employ counsel, or (iii) the named parties to an Action (including any impleaded parties) include both an Indemnitee and Wright Express and such Indemnitee shall have been advised by its counsel that representation of such indemnified party and Wright Express by the same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel has been proposed) due to actual or potential differing interests between them (in which case Wright Express shall not have the right to assume the defense of such Action on behalf of such Indemnitee). It is understood, however, that Wright Express shall, in connection with any one such Action or separate but substantially similar or related Actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of only one separate firm of attorneys (in addition to any local counsel) at any time for all such indemnified persons not having actual or potential differing interests among themselves, and that all such fees and expenses shall be reimbursed as they are incurred. Wright Express shall not be liable for any settlement of any such Action effected without its written consent, but if settled with such written consent, or if there be a final judgment for the plaintiff in any such Action, Wright

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Express agrees to indemnify and hold harmless each Indemnitee, to the extent provided in the preceding paragraph, from and against any Losses by reason of such settlement or judgment.

Section 8.5 Other Matters .

(a) No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Action.

(b) Any Losses for which an indemnified party is entitled to indemnification or contribution under this Article VIII shall be paid by the indemnifying party to the indemnified party as such Losses are incurred. The indemnity and contribution agreements contained in this Article VIII shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnitee, Wright Express, its directors, officers, employees or agents and (ii) any termination of this Agreement.

(c) The parties hereto shall, and shall cause their respective subsidiaries to, cooperate with each other in a reasonable manner with respect to access to unprivileged information and similar matters in connection with any Action. The provisions of this Article VIII are for the benefit of, and are intended to create third party beneficiary rights in favor of, each of the indemnified parties referred to herein.

(d) Wright Express agrees to reimburse Cendant and its Subsidiaries for all costs associated with subpoenas for discovery, including e-discovery, in connection with any suit, proceeding or investigation against Wright Express and any of its Subsidiaries.

ARTICLE IX

OTHER PROVISIONS

Section 9.1 Records . Cendant Operations agrees to maintain accurate records arising from or related to any Services provided hereunder, including accounting records and documentation produced in connection with the rendering of any Services. Cendant Operations accounting records shall be reasonably sufficient to permit the computation and verification of all payments due hereunder.

Section 9.2 Inspection Rights . During the Term and for 60 days thereafter, Cendant Operations shall, upon 20 days’ prior written notice from Wright Express, permit Wright Express or its authorized representatives to inspect and audit Cendant Operations records relating to the Services during regular business hours; provided that Wright Express shall comply with Cendant Operations reasonable security and safety procedures as such procedures are communicated