Online Resources Corporation - Committee Composition

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Committee Composition

= Chairman of the Board

= Independent Director

= Financial Expert

= Chair

= Member

Audit
Committee

IT & Security*

Compensation
Committee

Corporate
Finance
Committee

Governance
Committee

Risk Management

Joseph L. Cowan

President & Chief Executive Officer

Joe Cowan joined Online Resources in June 2010 as president and chief executive officer, and serves on the company's Board of Directors. He has more than 25 years experience in executive management of technology companies. Most recently, Cowan served as chief executive officer of publicly owned Interwoven, an enterprise content management software company. Prior to Interwoven, Cowan served as chief executive officer of publicly owned Manugistics Group and for privately held EXE Technologies, both supply chain management software companies. He has also held management positions at Invensys, Wonderware, Texas Instruments, Eurotherm Corp. and Monsanto. Cowan currently serves as a Director of Blackboard Inc. (Nasdaq (GS): BBBB). Cowan holds a M.S. in engineering from Arizona State University and a B.S. in electrical engineering from Auburn University.

Stephen S. Cole

Director

Stephen S. Cole joined as a Director in May 2005. Mr. Cole is a 33-year veteran of the banking and electronic funds transfer (EFT) industry, having served as former chief executive officer of Cash Station, Inc. before it was acquired by Star Systems (now a subsidiary of First Data Corporation). He also served in a variety of electronic payments management positions at The First National Bank of Chicago. Mr. Cole is currently president and chief executive officer of the YMCA of Metropolitan Chicago. He is also director of American EPAY, Inc. and OptiScan Technologies, Inc., and director emeritus of the Electronic Funds Transfer Association. He has previously served on the Boards of Interlink (Visa), CIRRUS Network (MasterCard), and Primary Payments Systems. Mr. Cole holds a BA from Lake Forest College.

Holdings: 21,170 shares View Transactions
Date	Type	Shares Traded	Price Range
Aug 1, 2010	Option Execute	1,570	n/a
May 1, 2010	Option Execute	1,570	n/a
Feb 1, 2010	Option Execute	1,570	n/a
Nov 1, 2009	Option Execute	1,570	n/a
Dec 31, 2008	Option Execute	964	n/a
Nov 30, 2008	Option Execute	963	n/a
Oct 31, 2008	Option Execute	963	n/a
Dec 10, 2007	Buy	10,000	10.13
Feb 17, 2006	Buy	2,000	12.99

John Dorman

Chairman

John Dorman is Chairman of the Board, having joined as a Director in May 2009. Currently a private investor, Mr. Dorman served from 1998 to 2003 as Chief Executive Officer of Digital Insight Corporation, a leading internet banking provider to community banks and credit unions. Prior to Digital Insight, Mr. Dorman served as Senior Vice President of the Global Financial Services Division of Oracle Corporation, and as Chairman and Chief Executive Officer of Treasury Services Corporation, a provider of modeling and analysis software for financial institutions. Mr. Dorman received a B.A. from Occidental College and an M.B.A. from the University of Southern California.

Edward D. Horowitz

Director

Edward D. Horowitz joined as Director in May 2009. Mr. Horowitz currently serves with Edslink, LLC, a company he founded that provides financial, advisory and technology consulting services. Prior to this term at Edslink, Mr. Horowitz was the President and Chief Executive Officer of SES Americom, a commercial satellite provider, and a member of the executive committee of its parent company, SES Global. From 1997 to 2000, Mr. Horowitz was Executive Vice President of Citigroup's Advanced Development unit, and Chairman of Citigroup's e-Citi unit. Mr. Horowitz is a member of the Board of the American Management Association (AMA) and the Board of Trustees of the New York Hall of Science, and The Kenan Institute for Ethics at Duke University. Mr. Horowitz holds a B.S. in Physics from City College of New York and a Masters of Business from Columbia University.

Bruce A. Jaffe

Director

Bruce A. Jaffe joined as Director in May 2009. Mr. Jaffe is the Managing Director of Three Point Group, LLC, a consulting and advisory service firm to the technology and internet industries. From 1995 to 2008, Mr. Jaffe was an executive at Microsoft Corporation including Corporate Vice President of Corporate Development and Corporate Vice President and Chief Financial Officer of the MSN Division. Mr. Jaffe is currently a guest lecturer at the University of Washington's Michael G. Foster School of Business. Mr. Jaffe received a B.S. from the University of California, Berkeley and an M.B.A. from Stanford University.

Donald W. Layden, Jr.

Director

Donald W. Layden, Jr. joined as Director in May 2010. Mr. Layden currently serves as an advisor to Warburg Pincus, LLC, a leading global equity firm, for its payments and transaction processing investments. He is also a partner at Quarles & Brady, LLP, a Milwaukee, WI-based law firm, with a focus on technology and business services clients. In addition, Layden serves as a Director of Firstsource Solutions (FSL.NS), a business process outsourcing company headquartered in Mumbai and traded on the National Stock Exchange of India. Previously, Mr. Layden spent more than 17 years in the banking and payments industry, most recently as president of the International Group and senior executive vice president of Corporate Development at Metavante Technologies, Inc. He also served as General Counsel and Secretary of Metavante, which merged with Fidelity National Information Services, Inc. (NYSE: FIS) in 2009. Prior to joining Metavante, Layden held senior positions at Fiserv, Marshall & Ilsley and NuEdge Systems, a customer relationship management software company that was acquired by Metavante in 2004. Mr. Layden holds a B.A in Economics from Marquette University and a J.D. from Marquette University Law School.

Michael E. Leitner

Director

Michael E. Leitner joined as a Director in February 2007, representing Tennenbaum Capital Partners, LLC. Prior to serving as a partner with Tennenbaum, Mr. Leitner held senior corporate development positions for Microsoft Corporation, WilTel Communications, and 360Nnetworks. He has also served as CEO of GlobeNet Communications and as vice president in Merrill Lynch's M&A group. In addition to Online Resources, Mr. Leitner currently serves on the boards of ITC DeltaCom, Inc., Anacomp, Inc., and Broadband National, Inc. He also serves as a board observer to Wild Blue Communications, Inc. Mr. Leitner holds a BA in Economics from the University of California, Los Angeles, and an MBA from the University of Michigan.

Ervin R. Shames

Director

Ervin R. Shames has served as a Director since January 2000. Mr. Shames served as President and CEO of General Foods USA and Kraft USA from 1986 to 1989, and is currently a visiting lecturer for consumer marketing at the University of Virginia's Darden School of Business. Mr. Shames also served as CEO of Borden, Inc., from 1993 through 1995, and CEO of Stride Rite Corporation from 1990 to 1993. Mr. Shames is currently serving on the Board of Directors of Select Comfort Corporation, where he is Chairman of the Compensation Committee. Mr. Shames holds a BSBA from Florida University and an MBA from Harvard University.

Holdings: 32,370 shares View Transactions
Date	Type	Shares Traded	Price Range
Aug 1, 2010	Option Execute	1,570	n/a
May 1, 2010	Option Execute	1,570	n/a
Feb 1, 2010	Option Execute	1,570	n/a
Nov 1, 2009	Option Execute	1,570	n/a
Dec 31, 2008	Option Execute	964	n/a
Nov 30, 2008	Option Execute	963	n/a
Oct 31, 2008	Option Execute	963	n/a
May 28, 2008	Buy	1,200	9.48
Dec 15, 2006	Buy	10,000	10.02

William H. Washecka

Director

William H. Washecka joined Online Resources' Board of Directors in February 2004. Mr. Washecka has more than 30 years experience as a financial expert, primarily as a partner with Ernst & Young, L.L.C. As a recognized leader in financing and management controls for high-growth technology companies, he established and managed Ernst & Young's High Technology and Emerging Business Practice for the mid-Atlantic region, where he provided audit, tax and consulting services for many well-known companies including America Online (AOL), Human Genome Sciences, Mobil Oil and Apple Computer, as well as for Online Resources. Mr. Washecka most recently served as chief financial officer for USinternetworking, Inc., an enterprise and e-commerce software service provider. He also currently serves on the Board of Directors for Visual Networks, Inc., a performance management solutions provider. Mr. Washecka is a graduate of Bernard Baruch College of New York and the Kellogg Executive Management Program, and a certified public accountant licensed in MD, VA, DC and NY.

Holdings: 21,475 shares View Transactions
Date	Type	Shares Traded	Price Range
Aug 1, 2010	Option Execute	1,617	n/a
Aug 1, 2010	Option Execute	1,617	n/a
May 1, 2010	Option Execute	1,617	n/a
Feb 1, 2010	Option Execute	1,618	n/a
Nov 1, 2009	Option Execute	1,618	n/a
Dec 31, 2008	Option Execute	1,001	n/a
Nov 30, 2008	Option Execute	1,002	n/a
Oct 31, 2008	Option Execute	1,002	n/a
May 20, 2008	Buy	4,000	9.33
May 16, 2008	Buy	2,000	9.27
May 15, 2008	Buy	3,000	9.41
Dec 11, 2006	Buy	3,000	9.68 - 9.69

Barry D. Wessler

Director

Barry D. Wessler has served as a Director since April 2000. Dr. Wessler is widely known as one of the founders of the Internet as a result of his work in the late 1960s at the Advanced Research Projects Agency, where he directed the research for the design and implementation of the ARPANet (the forerunner of today's Internet). Since 1995, Dr. Wessler has used his expertise as an independent consultant to computer and communications corporations, building on his experience as co-founder of GTE Telenet, a pioneering packet switch service company (now Sprint Data). Dr. Wessler received his BSEE in 1965 and MSEE in 1967 from Massachusetts Institute of Technology, and his Ph.D. in Computer Science from the University of Utah in 1973.

Holdings: 41,618 shares View Transactions
Date	Type	Shares Traded	Price Range
Aug 1, 2010	Option Execute	1,617	n/a
Jun 24, 2010	Acquisition (Non Open Market)	3,289	n/a
May 1, 2010	Option Execute	1,617	n/a
Feb 1, 2010	Option Execute	1,618	n/a
Nov 1, 2009	Option Execute	1,618	n/a
Dec 31, 2008	Option Execute	1,001	n/a
Nov 30, 2008	Option Execute	1,002	n/a
Oct 31, 2008	Option Execute	1,002	n/a
May 10, 2007	Option Execute	2,060	11.25
Aug 8, 2006	Option Execute	22,785	2.00 - 3.70

*Audit Sub-committee

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