Online Resources To Retire Remaining Convertible Debt

MCLEAN, Va., November 3, 2003

Online Resources Corporation (Nasdaq: ORCC), a leading outsourcer of Internet banking and payment services, today announced that it has moved to accelerate retirement of its remaining 8 percent Convertible Subordinated Notes due 2005. The Company reported that since October 1, 2003, Noteholders had initiated the conversion of $7.5 million of this debt into equity, and that it has exercised its option to call the remaining $600,000 in Notes as of November 21, 2003.

"This is another important milestone for our Company", stated Catherine A. Graham, Online Resources Executive Vice President and Chief Financial Officer. "We will have eliminated our long-term debt, approximately two years ahead of schedule. In addition to being accretive to earnings per share, this debt retirement strengthens our balance sheet and better positions us to take advantage of strategic opportunities that the Company is pursuing."

Both the converted and called Notes are part of an original $20.0 million, 8 percent Convertible Subordinated Note issue, completed in September 2001 and due in September 2005. Through both conversions and repurchases, the Company had previously reduced the outstanding amount of this debt to the $8.1 million reflected in its September 30, 2003 balance sheet. Between October 1 and October 28, 2003, Noteholders converted $7.5 million in Notes into 1,875,000 shares of the Company's common stock at $4.00 per share, and on October 29, 2003, the conversion price reset to $4.75 per share as defined by the terms of the Notes. The Company has called the remaining Notes at 102 percent of the principal amount plus accrued interest, as defined by the terms of the Notes. Remaining Noteholders may still choose to convert their Notes before November 19, 2003. If all remaining Notes are converted, the Company will issue an additional 126,315 shares on the Redemption Date.

Fourth quarter and full year 2003 guidance given by the Company in its October 21, 2003 earnings release and conference call anticipates the issuance of already converted shares. Any shares issued for additional conversions will not affect the stated guidance.

About Online Resources

Online Resources (Nasdaq: ORCC - www.orcc.com) is an outsourcer of Internet banking and payment services to over 500 financial institutions nationwide. In contrast to other providers, Online Resources owns, operates and drives critical banking, payments and marketing infrastructure that enable a superior customer experience and Internet channel success. The company's services, branded to our financial institution clients, power over 100 million transactions and $7 billion in consumer bill payments annually. Founded in 1989, Online Resources has been recognized as one of the nation's fastest growing technology companies.

This news release contains statements about future events and expectations, which are "forward-looking statements." Any statement in this release that is not a statement of historical fact may be deemed to be a forward-looking statement. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the company's actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Specifically factors that might cause such a difference include, but are not limited to: the company's history of losses and anticipation of future losses; the company's dependence on the marketing efforts of third parties; the potential fluctuations in the company's operating results; the company's potential need for additional capital; the company's potential inability to expand the company's services and related products in the event of substantial increases in demand for these services and related products; the company's competition; the company's ability to attract and retain skilled personnel; the company's reliance on the company's patents and other intellectual property; the early stage of market adoption of the services it offers; consolidation of the banking and financial services industry; and those risks and uncertainties discussed in filings made by the company with the Securities and Exchange Commission, including those risks and uncertainties contained under the heading "Risk Factors" in the company's Form 10-K, latest 10-Q, and S-3 as filed with the Securities and Exchange Commission. These factors should be considered in evaluating the forward-looking statements, and undue reliance should not be placed on such statements.

Media Contact: Beth Halloran,
Director, Corporate Communications
703.394.5248
bhalloran@orcc.com

Investor Contact: Catherine Graham,
EVP & Chief Financial Officer
703.394.5155
cgraham@orcc.com