Decisions on Bank Applications

Wright Express Financial Service Corporation

Ms. Stacie E. McGinn
Skadden, Arps, Slate, Meagher & Flom
1440 New York Avenue, N. W.
Washington, D. C. 20005-2111

Subject: Wright Express Financial Service Corporation
Murray, Salt Lake County, Utah
Notice of Acquisition of Control

Dear Ms McGinn:

We have reviewed and evaluated the Notice of Acquisition of Control ("Notice") received in the FDIC's San Francisco Regional Office on May 27, 1999. On May 22, 1999, Avis Fleet Leasing and Management Corporation (AFLMC) entered into a merger and reorganization agreement with PHH Holdings Corporation, a wholly owned subsidiary of Cendant Corporation. In the agreement, AFLMC will acquire several companies held by PHH Holdings Corporation, in exchange for stock in AFLMC as well as AFLMC's assumption of existing debt. Wright Express Financial Service Corporation and its parent company, Wright Express Corporation, are among those holdings. Ownership interest is 100 percent.

We do not object to the acquisition, which has previously occurred, based on review of the information provided and consideration of the views of the Utah State Banking Board. If you have any further questions, please contact Assistant Regional Director Donald L. Pfeiffer (415) 808-8054 or Case Manager Timothy D. Lacke (415) 808-8037.

Sincerely,

Mark S. Schmidt
Associate Director