exv10w12






Exhibit 10.12



Following is the form of confirmation evidencing the purchase and sale by the Company of put
and call option contracts from and to Wells Fargo Bank, N.A., on the price of Diesel Fuel.




CONFIRMATION OF COMMODITY COLLAR OPTION

CASH SETTLED









	 	 	 

	To:

	 	Wright Express Corporation (“Counterparty”)
	Attention:

	 	                    
	Email:

	 	                    
	From:

	 	Wells Fargo Bank, N.A. (“Wells Fargo”)
	Telephone:

	 	                    
	Fax:

	 	                    
	Ref. No:

	 	                    






Dear Steve Elder & Frank Douglas:


This confirms the terms of the Transaction described below between Counterparty and Wells Fargo. The
definitions and provisions contained in the 2005 ISDA Commodity Definitions, as published by the
International Swaps and Derivatives Association, Inc., are incorporated into this Confirmation. In the event
of any inconsistency between those definitions and provisions and this Confirmation, this Confirmation will
govern.



1. The terms of the particular Transaction to which the Confirmation relates are as follows:




	 	 	 

	Notional Quantity per 

Calculation Period:

	 	
For a Calculation Period, the amount set forth opposite that
Calculation Period on Schedule I hereto.
	Total Notional Quantity:

	 	                     GAL
	Commodity:

	 	As per the Commodity Reference Price
	Trade Date:

	 	                    
	Effective Date:

	 	                    
	Termination Date:

	 	                    
	Put Buyer/Call Seller:

	 	Counterparty
	Put Seller/Call Buyer:

	 	Wells Fargo
	Option Style:

	 	Asian
	Option Type:

	 	Collar
	Total Premium:

	 	Inapplicable
	Calculation Period:

	 	Each calendar month, from and including the Effective Date to and
including the Termination Date.
	 
	 	 
	Commodity Reference 

Price:

	 	“DIESEL FUEL-WEEKLY RETAIL ON-HIGHWAY (U.S.)-EIA” means that the
price for a Pricing Date will be that day’sSpecified Price per
gallon of the Weekly Retail On-Highway

Diesel Price for Region “U.S.”, for delivery on the Delivery Date,
stated in U.S. Dollars, published by the U.S. Department of
Energy at http://tonto.eia.doe.gov/oog/info/wohdp/diesel.asp or
any successor URL that reports prices effective on that
PricingDate

	Specified Price:

	 	Floating Price: For each Calculation Period, the simple arithmetic
mean of the Commodity Reference Price published on, if any, or
otherwise before, each Pricing Date. Commodity Reference Price
means the Weekly






 









 






	 	 	 

	 

	 	Retail On-Highway Diesel Prices — Average All
Types for Region “US” as published weekly by or at the direction
of the US Department of Energy (currently found at
http://tonto.eia.doe.gov/oog/info/wohdp/diesel.asp), adjusted to
negate the effect of any Tax Event.
	 
	 	 
	 

	 	For purposes of this Transaction, the parties agree that the
following Additional Market Disruption Event shall apply: Tax
vent, provided that such Tax Event shall be defined as
follows: the imposition of, change in or removal of an excise, severance,
sales, use, value-added, environmental, emissions, transfer,
stamp, documentary, recording or similar tax on, or measured by
reference to, Diesel (other than a tax on, or measured by
reference to overall gross or net income) by or at the direction
of the federal government (or agency or organ thereof) after the
Trade Date, if the direct effect of such imposition, change or
removal is to raise (a “Tax Increase”) or lower (a “Tax
Decrease”) the Commodity Reference Price from what it would have
been without that imposition, change or removal. If the
Calculation Agent determines that a Tax Event has occurred and
exists, the Reset Price specified below shall apply.
	 
	 	 
	 

	 	Reset Price: Commodity Reference Price, plus any Tax Decrease or
less any Tax Increase, as applicable. The parties agree for
purposes hereof, that the Market Disruption Event specified in
Section 7.4(c)(vi) of the 2005 ISDA Commodity Definitions, “Tax
Disruption”, shall not apply to this Transaction.
	Pricing Date(s):

	 	Each Commodity Business Day on which the Commodity Reference
Price is published for the relevant Calculation Period
	Delivery Date:

	 	Spot Martke
	Call Strike Price:

	 	USD                      per GAL
	Put Strike Price:

	 	USD                      GAL
	Procedure for Exercise:
	 	 
	Expiration Date(s):

	 	In respect of a Calculation Period, the Expiration Date is the
last Pricing Date for the relevant Calculation Period.
	Automatic Exercise:

	 	Applicable
	Cash Settlement:

	 	Applicable
	Cash Settlement Amount:

	 	The following amounts shall be payable with respect to each
Calculation Period:
	 
	 	 
	 

	 	If the Floating Price for a Calculation Period is greater than
the Call Strike Price, then the Call Seller shall pay to the Call
Buyer on the Settlement Date of that Calculation Period an amount
equal to the product of (i) the difference between such Floating
Price and the Call Strike Price, times (ii) the Notional Quantity
for that Calculation Period.
	 
	 	 
	 

	 	If the Floating Price for a Calculation Period is less than the
Put Strike Price, then the Put Seller shall pay to the Put Buyer
on the Settlement Date of that Calculation period an amount equal
to the product of (i) the difference between such Floating Price
and the Put Strike Price, times (ii) the Notional Quantity for
that Calculation Period.
	Payment Date(s):

	 	For a Calculation Period, the Payment Dates set forth opposite
that Calculation Period on Schedule I hereto.
	Business Day:

	 	New York
	Disruption Fallback(s):

	 	1) Negotiated Fallback
	 

	 	2) Calculation Agent Determination
	 
	 	 
	2. Rounding:
	 	 






 









 








All amounts resulting from the calculation of the Floating Price(s) shall be rounded as follows:



(a) if the relevant unit of measure is MMBtus, MWH, GJs, LB, or Gallons, then the Floating price shall be
rounded to the nearest four decimal places (with 0.00005 being rounded upwards (e.g. 0.33334 being rounded
down to 0.3333 and 0.33335 being rounded up to 0.3334)).



(b) if the relevant unit of measure is Barrels or Metric Tonnes and the Commodity is not Natural Gas Liquid,
then the Floating Price shall be rounded to the nearest three decimal places (with 0.0005 being rounded
upwards (e.g. 0.3334 being rounded down to 0.333 and 0.3335 being rounded up to 0.334)).



(c) if the relevant unit of measure is Barrels and the Commodity is Natural Gas Liquid, then the floating
Price shall be rounded to the nearest five decimal places (with 0.000005 being rounded upwards (e.g.
0.333334 being rounded down to 0.33333 and 0.333335 being rounded up to 0.33334)).



3. The additional provisions of this Confirmation are as follows:




	 	 	 

	Calculation Agent:

	 	Wells Fargo
	Payment Instructions:

	 	Wells Fargo Bank, N.A.
	 

	 	CIB Group, ABA 053000219
	 

	 	Ref: Derivative Desk (Trade No: N1220229)
	 

	 	Account #: 04659360006116
	Wells Fargo Contacts:

	 	Settlement and/or Rate Resets:
	 

	 	Tel: 1-800-249-3865
	 

	 	Fax: 1-704-383-8429
	 
	 	 
	 

	 	Documentation:
	 

	 	Tel: 704-715-7051
	 

	 	Fax: 704-383-9139
	 
	 	 
	 

	 	Collateral:
	 

	 	Tel: (704) 427-5785
	 

	 	Fax: (704) 427-5480
	 
	 	 
	 

	 	Please quote transaction reference number.
	Payments to Counterparty:

	 	Please quote transaction reference number.
	 

	 	Per your standing payment instructions or debit
authorization if provided to Wells Fargo, as
relevant. If not provided, please contact us in
order for payment to be made. 


Phone: 1-800-249-3865 Fax: 1-704-383-8429






Documentation:



This Confirmation supplements, forms part of, and is subject to, the Master
Agreement between Wells Fargo and Counterparty dated as of July 18, 2007, as
amended and supplemented from time to time (the “Master Agreement”). All
provisions contained or incorporated by reference in the Master Agreement will
govern this Confirmation except as expressly modified herein.



Please confirm that the foregoing correctly sets forth the terms of our agreement by executing a copy of
this Confirmation and returning it to us.




Very truly yours,

Wells Fargo Bank, N.A.




 









 





Ref. No. N376851




Accepted and Confirmed as of date first

written above:

Wright Express Corporation

By:                     

Name:                     

Title:                     



Schedule I




	 	 	 	 	 	 	 
	 	 	 	 	Notional Quantity per 	 	 
	Calculation Period	 	Calculation Period	 	Payment Dates
	(from and including, to and including)	 	 	 	 
	                     to
	 	                    
	 	                    GAL
	 	                    
	                     to
	 	                    
	 	                    GAL
	 	                    
	                     to
	 	                    
	 	                    GAL
	 	                    
	                     to
	 	                    
	 	                    GAL