Exhibit 10.2

Confidential Materials omitted and filed separately with the
Securities and Exchange Commission. Asterisks denote omissions.

AMENDED AND RESTATED

WRIGHT EXPRESS CORPORATION
SHORT-TERM INCENTIVE PROGRAM

ARTICLE 1- PURPOSE OF PROGRAM

Wright Express Corporation has adopted this Short-Term Incentive Program (“STIP”) to attract and retain high-performing employees; to provide incentives for eligible employees to achieve specified company, department and/or individual performance goals; and to reward such employees for the achievement of these specified goals. The Short-Term Incentive Program is intended to qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code.

ARTICLE 2- DEFINITIONS

Wherever used in this document, the following terms have the meanings set forth below.

2.1 Appendix means an Appendix to this Program document containing targets, payment metrics, and other terms of the Program (or modifications thereof) applicable to a specific Plan Year, or Mid-Year Payout. The Appendices shall be considered part of the Program document.

2.2 Company means Wright Express Corporation or any legal entity that is controlled by, under common control with, or that controls Wright Express Corporation.

2.3 Eligible Earnings means total gross pay for the applicable Plan Year, or Mid-Year Period (or the portion thereof during which the Participant is actively employed and eligible to participate in the STIP), including, salary or wages classified by the Company as regular; paid time off (PTO), whether planned or unplanned; holiday; bereavement; jury duty; retroactive pay; overtime pay; shift differential; language differential; and excluding, salary or wages classified by the Company as disability pay, commission/incentive pay, and bonuses. Under no circumstances shall the same earnings be applicable for a Plan Year and a Mid-Year Period covered by the Plan or included from a period in which the employee was not a Participant in accordance with section 2.6.

2.4 Effective Date means January 1, 2011.

2.5 MBO means management by objectives — Key Business Drivers.

2.6 Participant means an eligible employee who participates in the Program for a Plan Year, or Mid-Year Payout in accordance with Article 3.

2.7 Plan Year means the fiscal year of the Company; as of the Effective Date, the Plan Year is the calendar year.

2.8 Mid-Year Period means the six-month period beginning on January 1^st and ending on June 30^th of the Plan Year.

2.9 Program means this Wright Express Corporation Short-Term Incentive Program, as amended from time to time, including the provisions of any Appendix, which are incorporated herein.

ARTICLE 3- PARTICIPATION

3.1 Eligible Employees

Each full-time regular or part-time regular employee of the Company who meets the following requirements shall be a Participant for a Plan Year:

     (a) The employee is not eligible for payout under a subsidiary bonus program, a commission plan, or a high performance pay plan of the Company; and

     (b) The employee commences employment on or before November 1 of the applicable year; and

     (c) Except as provided in Section 3.2, the employee is actively employed on the bonus payment date for the applicable year.

Each full-time or part time regular employee of the Company who meets the following requirements shall be a Participant for a Mid-Year Period:

     (a) The employee is not eligible for payout under a subsidiary bonus program, a commission plan, or a high performance pay plan of the Company; and

     (b) Except as provided in Section 3.2, the employee is actively employed on the bonus payment date for the applicable Mid-Year Period; and

     (c) The employee is generally categorized as an individual contributor or a team leader within the Company’s human resources information system; and

     (d) The employee commences employment on or before May 1 of the Mid-Year Period.

3.2 Special Rules

     (a) A Participant who dies or becomes totally disabled during a Plan Year or Mid-Year Period (as determined under the Company’s Long-Term Disability program) may receive a pro-rated bonus at target for the applicable year or Mid-Year Period based on his or her Eligible Earnings during the period of the Participant’s active employment. Any bonus payable to a deceased Participant shall be paid to his or her personal representative.

     (b) A Participant who is not actively employed on the bonus payment date for a Plan Year or Mid-Year Period due to an approved leave of absence may receive a bonus for the applicable year or Mid-Year Period based on his or her Eligible Earnings during

the period of the Participant’s active employment upon his or her return to active employment by the Company.

     (c) A Participant who shall be the subject of a Performance Improvement Plan and continues to be the subject of a Performance Improvement Plan at the time payments are made under Section 5.1 of the Program shall not be eligible to receive a payment until he or she has successfully met the requirements of the Performance Improvement Plan.

ARTICLE 4- PERFORMANCE METRICS

The Corporate and Executive Officer MBOs for each Plan Year shall be approved by the Compensation Committee of the Company’s Board of Directors, or its delegate, by March 31 of the Plan Year.

The corporate performance measures applicable to a Plan Year or Mid-Year Period shall be set out in the Appendix.

ARTICLE 5- PAYMENTS

5.1 Time and Form

STIP Incentives shall be calculated and paid in a single payment for the applicable year or Mid-Year Period, by no later than March 15 of the following year.

5.2 Position Changes

All calculations shall be made based on each Participant’s applicable Eligible Earnings and the Participant’s position and STIP percentage at the end of the applicable performance period. If a position change results in a Participant moving from eligibility for Full-Year participation to eligibility for Mid-Year Period participation after the Mid-Year has been measured and paid out, the Eligible Earnings for the entire year will be utilized in calculating the Participant’s payout at the end of the Plan Year. “Position changes” include promotions, demotions, and transfers between positions and/or departments.

5.3 Taxes

All federal, state or local taxes that the Program Administrator determines are required to be withheld from any payments made under the Program shall be withheld.

ARTICLE 6- ADMINISTRATION

6.1 Program Administrator

The Program shall be administered by the Compensation Committee of the Company’s Board of Directors, which may delegate administrative responsibility in whole or in part to the Chairman and Chief Executive Officer and/or the Senior Vice President, Human Resources (“Administrators”), subject to any requirements for review and approval that may be established by the Compensation Committee. In all areas not specifically reserved for such review and

approval, the decisions of the applicable Administrator shall be binding on the Company and each eligible employee under Article 3. Notwithstanding the foregoing, the Compensation Committee may not modify MBOs or other performance criteria during a Plan Year so as to increase the payment to a Section 162(m) Participant (as defined below) or exercise its discretion to increase the amount of incentive pay that would otherwise be due a Section 162(m) Participant upon attainment of a performance goal.

6.2 Claims

Claims regarding payments under the Program shall be directed to a Participant’s direct supervisor and/or the Company’s Compensation Department. Any claim regarding the amount of any bonus payment hereunder shall be made within 30 days of the date of such payment, or shall be forfeited.

ARTICLE 7- AMENDMENT AND TERMINATION

The Company reserves the right to terminate, amend, modify and/or restate this Program, in whole or in part, at will at any time, with or without advance notice.

ARTICLE 8- MISCELLANEOUS

8.1 Individual Effectiveness Factor (“IEF”)

An Individual Effectiveness Factor (“IEF”) shall be assigned to an employee classified as an “associate” based on criteria established by the Company. The IEF for each associate shall be initially established at 1.00. An associate’s IEF for a Plan Year may be adjusted down, but not below 0.75, or up, but not above 1.25, by action of his or her supervisor with the approval of his or her division Senior Vice President, or Executive Vice President as applicable, and the Company’s Chairman and Chief Executive Officer. However, the foregoing adjustments (in the aggregate) must not increase the total amount payable under the Program for the given year. In this regard, neither the CEO nor any other executive officer is to be considered as an “associate.”

8.2 Payment Adjustments and Special Circumstances

The Compensation Committee shall have the authority to adjust payments under the Program (upward or downward) at its discretion. Subject to the approval of the Compensation Committee, the Chairman and Chief Executive Officer and the Senior Vice President, Human Resources, acting together, shall have the power to adjust payments under the Program (upward or downward) as and to the extent appropriate to achieve the stated goals and purposes of the Program and may approve exceptions to the Program under special circumstances, to avoid undue hardship with respect to a Participant. Notwithstanding the foregoing, neither the Compensation Committee, the Chairman and CEO, the Senior Vice President, Human Resources, nor any other person may increase or accelerate the payment due to any Section 162(m) Participant with respect to any Plan Year. The term “Section 162(m) Participant” shall mean the Chairman and CEO and each of the four highest paid officers of the Company (other than the President and CEO) on the last day of the taxable year, for purposes of the executive compensation disclosure rules under the Securities Exchange Act of 1934.

8.2 Information

The Program Administrators shall be responsible for ensuring effective communication of the Program to eligible employees. Copies of the Program shall be available to all Participants. All modifications and changes to the Program shall be appropriately documented and communicated to Participants.

8.3 No Guarantee of Payment

The Company does not guarantee payment of any bonus amounts hereunder, except to the extent that payment is required by applicable law.

8.4 Limitation of Employees’ Rights

Nothing contained in the Program shall confer upon any person a right to be employed or to continue in the employ of the Employer, or interfere in any way with the right of the Employer to terminate the employment of a Participant at any time, with or without cause.

IN WITNESS WHEREOF, Wright Express Corporation has caused this document to be executed by its duly authorized officer this 29th day of March, 2011.

APPENDIX I
2011 STIP FACTORS

STIP Weightings for Calculations and Payout

						PPG1
		Adjusted				Adjusted
		Net Income				Revenue2				MBOs
CEO, EVPs, SVPs			50	%			20	%			30	%
Vice Presidents (Non-Sales)			50	%			20	%			30	%
Vice Presidents (Sales)			20	%			40	%			40	%
Directors and Managers			50	%			20	%			30	%
Team Leaders and Associates3			80	%			20	%			0	%

Annual Payout Levels

In 2011, the Company must achieve at least threshold results for Adjusted Net Income in order to pay out any portion of the Short Term Incentive Program.

Performance Results		Payout %
Threshold			25	%
Threshold/Target			50	%
Target			100	%
Target/Max			150	%
Max or above			200	%

Note: Payouts for all MBOs will be according to the above chart and will be interpolated between the performance results levels whenever possible. If an MBO cannot be interpolated due to the metrics used, payout level for that MBO will be at the highest performance result level fully achieved.

Mid-Year Payout Levels

In 2011, the Company must achieve at least threshold results for Mid-Year Period Adjusted Net Income in order to pay out any portion of the Mid-Year Period of the Short Term Incentive Program.

Performance Results		Payout %
Threshold			25	%
Threshold/Target			50	%
Target			100	%
Target/Max			100	%
Max or above			100	%

Note: Payout levels of the corporate metrics will be incrementalized.

Special Provision for Payout of Mid-Year Periods where Actual Performance Exceeds Target

In the case of a Mid-Year Period where the actual performance exceeds Target, payout will be capped at Target. The Chairman, President, and Chief Executive Officer may exercise discretion to modify Mid-Year Period payouts based on Company performance or other factors. Final year-end payouts for Mid-Year participants will be calculated using full year performance against full year targets, less the Mid-Year payout.

APPENDIX II

MBOs

When establishing the performance goals for non-corporate MBOs, Threshold goals are generally set at 90% probability of achievement, Target goals are generally set at 75% probability of achievement, and Maximum goals are generally set at 25% probability of achievement.

Corporate MBOs:

Threshold

Target

Maximum

Performance Goal

Performance

Performance

Performance

Adjusted Net Income Full-Year1

$

[**]

$

[**]

$

[**]

PPG Adjusted Revenue Full-Year2

$

[**]

$

[**]

$

[**]

Adjusted Net Income Mid-Year3

$

[**]

$

[**]

N/A

PPG Adjusted Revenue Mid-Year4

$

[**]

$

[**]

N/A

Executive Officer Strategic MBOs: CEO, US EVPs, and US SVPs have the following strategic MBOs for 2011:

Owners		Weight				MBO		Performance Metric
US Executive Team			50	%		Corporate ANI		Threshold $[**], Target $[**], Max $[**]
			20	%		Corporate PPG Adjusted Revenue		Threshold $[**], Target $[**], Max $[**]
			15	%		New Revenue Sources(1)		2012 Budgeted New Revenue generated from US and International New Revenue sources not budgeted in 2011 Threshold $[**], Target $[**], Max $[**]
			15	%		Total International ANI(2)		Threshold $[**], Target $[**], Max $[**]

Vice President MBOs: Each Vice President generally has 1-2 MBOs, which may include a targeted strategic or operational MBO.

Manager MBOs: Each Manager or Director generally has 1-2 MBOs. Manager MBOs will generally mirror the MBOs assigned to their VP, however, in some cases managers may be assigned a targeted strategic or operational MBO.