Friday, October 22,2004

Flash-- Flash-- Flash-- Flash-- Flash-- Flash-- Flash-- Flash--

American Express Business Finance Sold to Key Equipment Finance

It's official. As Leasing News has been reporting about the sale of this division of American Express, the announcement was made today. Rich Tambour going elsewhere.

In addition, NetBank scheduled a meeting on Tuesday with some news, then postponed it. Are they next? See what readers have sent to us at the end of this story about American Express Business Finance.

M E M O R A N D U M

October 22, 2004

TO: OPEN: The Small Business Network employees
cc: Consumer and Small Business Services employees American Express SVPs and above worldwide

FROM: Al Kelly, Group President, U.S. Consumer and Small Business Services Susan Sobbott, President, OPEN: The Small Business Network

SUBJECT: ORGANIZATION ANNOUNCEMENT

As you know, the mission of OPEN: The Small Business Network (OSBN) is to advance the growth and success of small business owners in America by delivering a compelling set of charge and credit cards, as well as additional financing solutions such as loans and lines of credit. Since 1997, as part of what is now known as American Express Business Finance (AEBF), we have also offered equipment leases.

Over the past three years, the AEBF team has done a terrific job building our leasing business and significantly increasing revenues and margins. The business is now at a point where additional investment is needed for it to achieve its growth potential. During the long-range planning process earlier this year, we evaluated the investments needed to enable AEBF to continue to grow, against the investments required to grow our small business payments business -- the core of our business model. We concluded that, to receive the investment levels needed to reach its maximum growth potential, it would be better for AEBF to be part of another company whose leasing business is central to its core strategy.

Based on our analysis and discussion with potential buyers, we have decided to sell AEBF to Key Equipment Finance (KEF) -- a unit of Cleveland-based KeyCorp and one of the country's largest leasing companies. KEF is the country's third-largest bank-based equipment leasing company, with a portfolio of approximately $10 billion. KEF's plan is to merge their small ticket leasing business into the AEBF platforms.

In selecting KEF, we were able to meet our objectives of finding a buyer that would enable AEBF to achieve its growth potential through additional investment dollars, and importantly, leverage the breadth of talent at AEBF and its strong book of business. KEF and AEBF share a similar focus on serving vendor-leasing partners through state-of-the-art technology, a strong array of financing solutions, backed by excellent customer service. Like American Express, KEF has a strong commitment to employees and customers. They refer to their culture as C3 ? client focused, committed and capable, and these principles guide their daily actions.

The transaction is expected to close in the fourth quarter. AEBF employees will receive information on the transition process beginning today and continuing over the next several weeks.

For the last few years, our small business loan business has been run as part of AEBF. Because it markets products directly to customers under the OPEN Network sub-brand, and it is aligned with our payments business in deepening customer relationships, we have decided to integrate our loan business into the OSBN lending business. Therefore, the loan business will not be part of the sale. We will be communicating details of the loan business transition to employees in the coming days.

Rich Tambor, Senior Vice President and General Manager of AEBF, has decided to pursue other business opportunities inside and outside of American Express. We want to thank Rich and the AEBF leadership team for their significant contributions in making AEBF the success that it is. As a result of their hard work, and the contributions of the entire organization, the AEBF business is poised to grow even bigger as part of a larger leasing organization.

With the exception of a handful of employees who either have management team responsibility that already exists at KEF, and/or whose jobs include American Express responsibility beyond the leasing business, all employees will transition to KEF after the close of the deal.

We realize that change of any kind can be unsettling, and that a sale to another company can create uncertainty in people's minds. Our aim, along with that of AEBF and KEF leadership, is to provide AEBF employees with as much information as possible, as soon as it is available, to ensure that this transition is as seamless as possible for AEBF employees.

Please join us in thanking our AEBF colleagues for their tremendous accomplishments as part of American Express, and in wishing them continued success as part of KeyCorp.

AEBF Employee Q&A

October 22, 2004

General Questions

Q. What are you announcing today?

A. We have signed an agreement to sell American Express Business Finance (AEBF) to Key Equipment Finance (KEF), a unit of Cleveland-based KEYCorp. We expect the deal to close in the fourth quarter.

The AEBF Loan business will not be part of this transaction and will transition into the OPEN Network Lending and Network Development organization. This transition will take place over the next several weeks.

Q. Why are you selling this business?

A. Over the past three years, AEBF has significantly increased revenues and margins, and the business is now at a point where additional investment is needed for it to achieve its growth potential.

During our long-range planning process, we evaluated the investments needed to move AEBF forward against the necessary investments needed to grow our small business payments business – which is at the core of our business model. We concluded that AEBF would reach its maximum growth potential as part of another company whose leasing business is central to its core strategy.

Q. Why are you keeping the loan business if credit and charge cards are at the core of OPEN's business model?

A. Our loan and line of credit businesses are an excellent strategic fit for OSBN. In addition to being complimentary products that fulfill similar short-term financing needs for customers, they provide more opportunities for cross-sell since we market directly to the individual business owners.

Q. What is the background of KEY Equipment Finance?

A. Key Equipment Finance is a unit of Cleveland-based KEYCorp. and the country's third largest bank-based leasing company. They have broad equipment financing capabilities including small ticket leasing, direct leasing, lease advisory services, global vendor services, government and municipal finance, leveraged leasing and syndications. KEF has a portfolio of over $10 billion and operations in 25 countries.

Employee Questions

Q. How will this sale impact my job? Will I receive a position with the buyer?

A. At this time AEBF employee roles and responsibilities will continue as business as usual. With the exception of a handful of employees who either have management team responsibility that already exists at KEF, and/or whose jobs include American Express responsibility beyond the leasing business, all AEBF employees will transfer to KEF at time of closing. We are in the process of notifying those few individuals who will not go to KEF.

Q. Will I transition to KEF with the same compensation and benefits?

A. Transitioning employees will receive a salary that is no less than their current base salary.

We are working very hard with KEF to ensure a smooth transition with respect to benefits, and you will be provided details of those benefits and programs in the near future.

Q. What is the impact on my existing benefits at American Express ? When will I learn more about KEF's employee benefits package?

A. We acknowledge that you have many concerns and detailed questions on the specific benefit plans in which you participate. K EF is planning a number of visits to our major sites in the upcoming weeks and should be in a position to share more details with you at that time. Employees who work outside our major locations will be invited to join those meetings.

Q. What are my options if I do not want to work for KEF?

A. Your job is transferring to KEF. If you decide you do not want to work with KEF, you will be resigning without severance.

Q. Can I apply for positions at American Express before or after I transition to KEF?

A. Yes. Nothing in our contract with KEF will prevent you from applying for jobs with American Express. You may post for American Express positions prior to the transition date as an internal candidate. After you have transitioned to KEF, you would be considered an external candidate and could apply for positions advertised externally.

Q. How quickly will the transition be completed? When should we expect to transition to KEF?

A. We expect the sale to close in the fourth quarter assuming we have received regulatory approval, and employees would transition to KEF at that time.

Q. How will this sale impact my day-to-day job?

A. Between now and the closing date, your role and responsibilities are expected to remain business as usual. KEF, like any other company, will assess longer term staffing needs based on a number of factors, including the economic environment, business plans, etc.

Q. What will be expected of me during the transition?

A. We are asking our employees, including those that transition to KEF, to:

•  Continue to provide exceptional service to our business partners

•  Actively participate in One-On-One sessions with your leader

•  Embrace the transition process

•  Support your colleagues who are at different phases in the transition

•  Ask questions and voice concerns through the appropriate channels.

Q. What support can employees expect from American Express during the transition?

A. AXP is committed to ensuring a smooth transition to KEF for all impacted employees. You can expect:

•  One-on-one and team meetings throughout the process

•  Access to the leadership team

•  Access to the appropriate channels

Q. Wha t opportunities will I have to address my concerns with my business leaders?

A. Meetings will be held to address employee concerns. As always, you should feel free to ask questions and discuss your concerns with:

•  Your immediate leader

•  Any other leader in your current or new organization

•  Your Human Resources Relationship Leader

•  Employee Relations Group at 800-662-5282

•  Employee Assistance Program at 800-356-9013.

Q. Where can I address specific questions I might have during the transition?

A. You send questions to questions@amexbf.com, and we will respond in a timely manner.

Q. If Richard Tambor is leaving AEBF, who will lead the business during the transition?

A. We have asked Craig Weinewuth, Eric McGriff, and Phil Silva to assume a joint leadership role during the transition period. They will report to Dan Henry, Chief Financial Officer for U.S. Consumer and Small Business Services and will share accountability for the effective running of the AEBF business. Dan will be working with them to clarify their individual responsibilities.

Q. What should I do in the event I am contacted by the press?

A. Employees should not answer any media inquiries. Please direct all press calls to Tom Sclafani at 212-640-0541. Investor inquiries should be directed to Ron Stovall at 212-640-5574.

Q. How are we handling communications with our business partners?

A. Phil Silva and Craig Weinewuth will be leading outreach efforts to our vendors with members of their individual teams.

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NetBank

NOTICE

On Tuesday, October 26, we will be opening for business at 10:30 EST. Phones will be on the nite-line, so voicemail will be functioning, and all faxes and mail (express or regular) will be received after 10:30.

All of our employees are invited to attend an off-site meeting concerning present goals for NetBank and the vision for the future. Business Finance's present and future role as a division of Netbank will also be discussed. We apologize for any inconvenience this may cause and will diligently work to catch up when we arrive in the office at 10:30.

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The company wide meeting that was scheduled for Tuesday, October 26 will be rescheduled for a future date. We will let you know when a date has been confirmed. We will be opening at regular time on the 26th.

Thanks,
Leah Roebuck
Marketing Representative
NetBank Business Finance
lroebuck@netbankbusinessfinance.com
(803) 750-4100 ext. 8227
Fax: 1-877-398-3216