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Part 347
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Wright Express Financial Services Corp.

November 2, 2006

Board of Directors
Wright Express Financial Services Corporation
3995 South 700 East, Suite 450
Salt Lake City, Utah 84107

Dear Members of the Board:

The Board of Directors (“Board”) of the Federal Deposit Insurance Corporation (FDIC) has today approved Wright Express Financial Services Corporation’s (Bank) application, filed pursuant to the provisions of Section 18(l) of the Federal Deposit Insurance Act (12 U.S.C. § 1828), and Parts 347 and 303 of the FDIC Rules and Regulations, for specific consent to organize and operate a wholly-owned Canadian non-bank subsidiary. Such approval was granted subject to the conditions stated in the enclosed Order and for the reasons set forth in the Statement attached to the Order.

In granting approval, the FDIC has placed significant reliance on the information contained in the application provided by the Bank, including its commitment to begin the Canadian operations in a managed and deliberate fashion. The Bank appears to have identified the various risks associated with the proposal and developed appropriate plans to control those risks. The proposed subsidiary will not engage in any activities, including the taking of deposits, which are not specifically described in the application without the prior written consent of the FDIC. In addition, transactions between the Canadian subsidiary and Wright Express Corporation, the parent company of the Bank, will be subject to the restrictions regarding affiliate transactions set forth in the Federal Reserve Act. It will be particularly important for the Bank to ensure that confidential customer information is well protected.

Please advise the FDIC’s San Francisco Regional Office when the proposal is consummated. If an extension of the time limitation is required, a letter application requesting a specified extension should be submitted to the FDIC’s San Francisco Regional Office. Questions regarding this matter may be directed to Assistant Regional Director J. George Doerr or Senior Case Manager David Promani at (415) 546-0160.

Sincerely,

Robert E. Feldman
Executive Secretary


FEDERAL DEPOSIT INSURANCE CORPORATION

In Re: Wright Express Financial Services Corp.
Salt Lake City, Salt Lake County, Utah

Application for Specific Consent To Organize and Operate a Wholly-Owned Canadian Subsidiary, Wright Express Canada, Inc., New Brunswick, Canada, Organized Under the Laws of the Province of New Brunswick, Canada, and to be Domiciled in Salt Lake City, Salt Lake County, Utah

STATEMENT

Pursuant to the provisions of Section 18(l) of the Federal Deposit Insurance Act (12 U.S.C. § 1828), and Parts 347 and 303 of the Federal Deposit Insurance Corporation (FDIC) Rules and Regulations, Wright Express Financial Services Corp. (Bank), a Utah industrial bank (ILC), has filed an application with the FDIC for specific consent to organize and operate a wholly-owned Canadian subsidiary, organized under the laws of the Province of New Brunswick, Canada, and to be domiciled in Salt Lake City, Salt Lake County, Utah.

The Bank is a charge card specialty bank which offers a variety of electronic card-based fleet fueling accounts for commercial and government fleet operators through the United States. As of June 30, 2006, the Bank reported total assets of $851,248,000, total deposits of $708,512,000, and total equity capital of $107,470,000. Neither the Bank, nor its parent organization, Wright Express Corporation, South Portland, Maine, currently have any foreign subsidiaries.

The proposed Canadian foreign subsidiary will be wholly-owned by the Bank, and although it will be organized under the laws of the Province of New Brunswick, Canada, it will be domiciled in Salt Lake City, Utah. The sole purpose of this entity will be to offer the Bank’s existing commercial charge card products to both U.S.-based commercial customers doing business in Canada and/or Canadian customers. The proposed subsidiary will not engage in any activities, including the taking of deposits, which are not specifically described in the application by the Bank without the prior written consent of the FDIC. In addition, transactions between the Canadian subsidiary and Wright Express Corporation, the parent company of the Bank, will be subject to the restrictions regarding affiliate transactions set forth in the Federal Reserve Act.

For the purposes of this proposal, capital is adequate, projections for future earnings prospects are favorable, management is considered satisfactory, and the investment in and activities of the subsidiary are considered reasonable. Corporate powers to be exercised are consistent with the purpose of the Federal Deposit Insurance Act. No formal objections to this proposal have been filed and no undue risk to the deposit insurance fund is apparent.

Based on careful evaluation of all available facts and information, the Board of Directors of the FDIC has concluded that the approval of the application is appropriate, subject to certain prudential conditions.

THE BOARD OF DIRECTORS
FEDERAL DEPOSIT INSURANCE CORPORATION


FEDERAL DEPOSIT INSURANCE CORPORATION

In Re: Wright Express Financial Services Corporation
Salt Lake City, Salt Lake County, Utah

Application for Specific Consent To Organize and Operate a Wholly-Owned Canadian Subsidiary, Wright Express Canada, Inc., New Brunswick, Canada, Organized Under the Laws of the Province of New Brunswick, Canada, and to be Domiciled in Salt Lake City, Salt Lake County, Utah.

ORDER

The Board of Directors has fully considered all available facts relevant to the application of Wright Express Financial Services Corporation, Salt Lake City, Utah (Wright Express Financial Corporation), for consent to organize and operate a wholly-owned Canadian non-bank subsidiary, and has concluded that the application should be approved.

Accordingly, it is hereby ORDERED, for the reasons set forth in the attached Statement, that the application submitted by Wright Express Financial Services Corporation for specific consent to organize and operate Wright Express Canada, Inc. (WEX Canada), an entity organized under the laws of the Province of New Brunswick, Canada, and to be domiciled in Salt Lake City, Utah, should be, and hereby is, approved subject to the following conditions:

1. That in addition to the records, controls, and reports required by Section 347.116(a) of the FDIC’s Rules and Regulations, the Bank shall take all steps within its control to ensure that WEX Canada and its officers, employees, agents, affiliates, independent contractors and sub-contractors provide the Bank with access to information and records concerning WEX Canada’s business operations and transactions involving Canada, as permitted under Canadian law. In addition to the requirements of Section 347.116(b) of the FDIC’s Rules and Regulations, the Bank shall, upon request in connection with an FDIC examination of the Bank, or otherwise, provide such information to the FDIC, written in English and denominated in U.S. dollars.

2. That the Bank shall ensure that consent provisions are included in appropriate and relevant documents and instruments governing customer relationships with its Canadian customers to permit the Bank to disclose to the FDIC all documents and information concerning WEX Canada’s customer relationships and accounts.

3. That the Bank shall maintain duplicate copies of WEX Canada’s books and records, including credit, collateral, and correspondence files and including any files stored in electronic form, at the Bank’s headquarters.

4. That the Bank shall ensure that WEX Canada develops and maintains an enhanced due diligence program acceptable to the FDIC. The program shall be designed to identify and monitor customers and transactions that pose a heightened risk to the Bank.

5. That the Bank shall notify and obtain written consent of the FDIC prior to WEX Canada engaging in any activities that are not specifically described in the application by the Bank.

6. That the consent granted herein is based on the facts, circumstances and commitments presented to the FDIC in connection with the application. The Bank shall provide at least 30 days prior notice to the FDIC of any significant changes in facts, circumstances or business activities of WEX Canada. The FDIC may alter, suspend, or withdraw its approval should any development warrant such action, as determined by the FDIC.

7. That all necessary and final approval shall have been obtained from the appropriate State, Federal and foreign authorities.

8. That the consent granted herein shall expire at the end of said 12 months from the date of this approval, unless, in the meantime, a request for an extension of time has been approved by the FDIC.

Dated at Washington, D.C., this 2nd day of November, 2006.

BY ORDER OF THE BOARD OF DIRECTORS

______________________
Robert E. Feldman
Executive Secretary



Last Updated 03/24/2011 Legal@fdic.gov