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Calculated solely for the purpose of determining the amount of filing fee. This amount assumes that options to purchase 14,144,587 shares of common stock of VeriSign, Inc. having an aggregate value of $127,379,078 as of November 20, 2002 will be cancelled pursuant to this offer. The aggregate value of such options was calculated based on the Black-Scholes option pricing model. The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, equals .000092 times the transaction valuation.

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Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

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third-party tender offer subject to Rule 14d-1.

x

issuer tender offer subject to Rule 13e-4.

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going-private transaction subject to Rule 13e-3.

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amendment to Schedule 13D under Rule 13d-2.

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(a)

Name and Address.

(b)

Securities.

(c)

Trading Market and Price.

(a)

Name and Address.

(a)

Material Terms.

(b)

Purchases.

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(e)

Agreements Involving the Subject Company’s Securities.

(a)

Purposes.

(b)

Use of Securities Acquired.

(c)

Plans.

(a)

Source of Funds.

(b)

Conditions.

(d)

Borrowed Funds.

(a)

Securities Ownership.

(b)

Securities Transactions.

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(a)

Solicitations and Recommendations.

(a)

Financial Information.

(b)

Pro Forma Information.

(a)

Agreements, Regulatory Requirements and Legal Proceedings.

(b)

Other Material Information.

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•

The number of shares that will be subject to the new option(s) to be granted for each share subject to a cancelled option is set forth in the table below, subject to adjustments for any future stock splits, stock dividends and similar events:

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All of the shares subject to an option must be cancelled.

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The new options will be nonqualified stock options and not incentive stock options.

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The outstanding options that employees elect to exchange and that have been accepted for exchange by VeriSign will be cancelled on December 26, 2002, unless this offer is extended. The new options will be granted no sooner than June 27, 2003, which is six months and one day after the date the options will be cancelled.

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The exercise price of the new options will be the closing sales price of our common stock as reported on the Nasdaq National Market on the new option grant date.

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The new options will be vested to the same degree, as a percentage of the option, that the cancelled option would have been vested on the new option grant date if the cancelled option had not been cancelled and will continue to vest on the same schedule as the cancelled option, as a percentage of the option.

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The new options will have the same expiration date as the cancelled options.

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the amount of consideration offered for the options; or

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the period in which you may participate in the Option Exchange Program by changing the date on which your right to participate is scheduled to expire to a date not earlier than the tenth business day from, and including, the date that notice of such increase or decrease is first published, sent or given in the manner specified in Section 14.

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any extraordinary transaction, such as a merger, reorganization or liquidation, involving us or any of our subsidiaries that is material to us;

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any purchase, sale or transfer of a material amount of our assets or the assets of any of our subsidiaries;

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any material change in our present dividend rate or policy, or our indebtedness or capitalization;

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any change in our Board of Directors or management;

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any other material change in our corporate structure or business;

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our common stock not being authorized for quotation in an automated quotation system operated by a national securities association;

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our common stock becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act;

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the suspension of our obligation to file reports under Section 15(d) of the Securities Exchange Act;

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the acquisition by any person of any of our securities or the disposition of any of our securities (other than as a result of the exercise of stock options issued under any of our stock option plans or purchases made under our employee stock purchase plan) in an amount that is material to us; or

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any changes in our certificate of incorporation, bylaws or other governing instruments or other actions that could impede the acquisition of control of us.

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(1)

any action or proceeding by any government or governmental, regulatory or administrative agency, authority or tribunal or any other person, domestic or foreign, is threatened, instituted or pending before any court, authority, agency or tribunal that directly or indirectly challenges the making of the Option Exchange Program, the acquisition of some or all of the options submitted to us for exchange under the Option Exchange Program, the issuance of new options, or otherwise relates in any manner to the Option Exchange Program or that, in our reasonable judgment, could materially and adversely affect the business, condition (financial or other), income, operations or prospects of VeriSign or our subsidiaries;

(2)

the rules or regulations of the Securities and Exchange Commission or the Nasdaq Stock Market require that our stockholders approve the Option Exchange Program;

(3)

any action is threatened, pending or taken, or any approval is withheld, or any statute, rule, regulation, judgment, order or injunction is threatened, proposed, sought, promulgated, enacted, entered, amended, enforced or deemed to apply to the Option Exchange Program or VeriSign or any of our subsidiaries, by any court or any authority, agency or tribunal that, in our reasonable judgment, would or might directly or indirectly:

•

make it illegal for us to accept some or all of the existing options for exchange and cancellation or to issue the new options for some or all of the options submitted to us for cancellation and exchange or otherwise restrict or prohibit completion of the Option Exchange Program or otherwise relates in any manner to the Option Exchange Program;

•

delay or restrict our ability, or render us unable, to accept for exchange, or issue new options for, some or all of the options elected for exchange;

•

materially and adversely affect the business, condition (financial or other), income, operations or prospects of VeriSign or our subsidiaries, or otherwise materially impair in any way the contemplated future conduct of our business or the business of any of our subsidiaries;

(4)

there has occurred:

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any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market in the United States or the European Union;

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the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States or the European Union, whether or not mandatory;

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the commencement or escalation of a war, armed hostilities or other international or national crisis, including acts of terrorism, directly or indirectly involving the United States or any of its territories;

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any limitation, whether or not mandatory, by any governmental, regulatory or administrative agency or authority on, or any event that in our reasonable judgment might affect, the extension of credit by banks or other lending institutions in the United States;

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any negative change in the general political, market, economic or financial conditions in the United States or abroad that could have a material adverse effect on the business, condition (financial or other), operations or prospects of VeriSign or our subsidiaries or the trading in the shares of our common stock;

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in the case of any of the foregoing existing at the time of the commencement of the Option Exchange Program, a material acceleration or worsening thereof; or

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any decline in either the Nasdaq National Stock Market or the Standard and Poor’s Index of 500 Companies by an amount in excess of 10% measured during any time period after the close of business on November 27, 2002;

(5)

there has occurred any change in generally accepted accounting standards that could or would require us for financial reporting purposes to record compensation expense in connection with the Option Exchange Program;

(6)

a tender offer or exchange offer for any or all of the shares (other than this offer), or any merger, business combination or other similar transaction with or involving us or any of our subsidiaries, has been proposed, announced or made by any person;

(7)

one or more of the following has occurred:

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any person, entity or “group”, within the meaning of Section 13(d)(3) of the Securities Exchange Act shall have acquired or proposed to acquire beneficial ownership of more than 5% of the outstanding shares of our common stock, or any new group shall have been formed that beneficially owns more than 5% of the outstanding shares of our common stock, (other than any such person, entity or group that has filed a Schedule 13D or Schedule 13G with the Securities and Exchange Commission on or before November 27, 2002);

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any such person, entity or group that has filed a Schedule 13D or Schedule 13G with the Securities and Exchange Commission on or before November 27, 2002 shall have acquired or proposed to acquire beneficial ownership of an additional 2% or more of the outstanding shares of our common stock and such acquisition should be reported on a Schedule 13D; or

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any person, entity or group shall have filed a Notification and Report Form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, or made a public announcement reflecting an intent to acquire us or any of our subsidiaries or any of the assets or securities of us or any of our subsidiaries;

(8)

any negative change or changes occur in the business, condition (financial or other), assets, income, operations, prospects or stock ownership of VeriSign or our subsidiaries that could in VeriSign’s reasonable judgment have a material adverse effect on the business, condition (financial or other), operations or prospects of VeriSign or our subsidiaries; or

(9)

we determine that there is a reasonable likelihood that the completion of the offer and the purchase of the shares may otherwise cause the shares to be delisted from the Nasdaq National Market or cause us to no longer be subject to the periodic reporting requirements of the Exchange Act.

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No taxable income is recognized by an optionee upon the grant of a nonqualified stock option without a readily ascertainable fair market value. The optionee will, in general, recognize ordinary income in the year in which the nonqualified stock option is exercised so long as the underlying stock is not subject to is subject to both substantial risk of forfeiture and transferability restrictions. The amount of ordinary income in such cases is equal to the excess of the fair market value of the purchased shares on the exercise date over the exercise price paid for the shares. The optionee will be required to satisfy the tax withholding requirements applicable to such income.

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We will be entitled to a business expense deduction equal to the amount of ordinary income recognized by the optionee with respect to the exercised nonqualified stock option. The deduction will in general be allowed for the taxable year of VeriSign in which the ordinary income is recognized by the optionee.

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the amount of consideration offered for the exchanged options;

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the number of options eligible to be elected for exchange in the Option Exchange Program, except that in the case of an increase, it must be by an amount that exceeds 2% of the shares of common stock issuable upon exercise of the options that are subject to the Option Exchange Program immediately prior to the increase; or

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the period in which you may participate in the Option Exchange Program, provided that the date on which your right to participate is scheduled to expire will not be changed to a date earlier than the tenth business day from, and including, the date that notice of such increase or decrease is first published, sent or given in the manner specified in this Section 14.

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our annual report on Form 10-K for the fiscal year ended December 31, 2001, filed with the Securities and Exchange Commission on March 19, 2002;

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our quarterly report on Form 10-Q for the fiscal quarter ended September 30, 2002, filed with the Securities and Exchange Commission on November 13, 2002;

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the definitive proxy statement for our 2002 annual meeting of stockholders, filed with the Securities and Exchange Commission on April 3, 2002;

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the description of our common stock included in our registration statement on Form 8-A, which was filed with the Securities and Exchange Commission on January 6, 1998, including any amendments or reports we file for the purpose of updating that description; and

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all documents subsequently filed by us, during the pendency of the Offer to Exchange pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Offer to Exchange and before the termination of this offering.

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VeriSign, Inc.

November 27, 2002

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I elect to participate as indicated below (please check only the option grants that you elect to exchange and cancel):

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I decline to participate in the Option Exchange Program

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I am withdrawing my acceptance of the offer and rejecting the offer to exchange all of my options.

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I am withdrawing my acceptance of the offer and rejecting the offer to exchange only with respect to the option(s) set forth in the table below. [PLEASE TYPE OR PRINT CLEARLY]