REGISTRATION RIGHTS


  EXHIBIT 4.06

 REGISTRATION RIGHTS AGREEMENT

          
    This Registration Rights Agreement (this "Agreement
   ") is made and entered into as of December 19, 1999, by and between
   VERISIGN, INC., a Delaware corporation ("VeriSign"),
   Mark Shuttleworth (the "Shareholder") who
   immediately prior to the Effective Time of the Exchange (as defined below)
   is the sole shareholder of THAWTE HOLDINGS (PTY) LTD., a South African
   corporation ("THAWTE") and the persons (other than
   the Shareholder) who are listed on Exhibit A hereto (the
   "Restrained Persons").

          
    A.      Concurrently with the execution of
   this Agreement, THAWTE, VeriSign and the Shareholder have entered into an
   Exchange Agreement dated as of December 19, 1999 (the "Exchange
   Agreement"), pursuant to which VeriSign will acquire 100% of
   the outstanding shares of THAWTE in exchange for the issuance to the
   Shareholder of shares of VeriSign Common Stock pursuant to Section 2.1.1 of
   the Exchange Agreement (the "Exchange Shares") and
   cash (the "Exchange").

          
    B.      Pursuant to Section 5.13 of the
   Exchange Agreement, the Restrained Persons have entered into non-competition
   agreements in favor of VeriSign, the consideration for which non-competition
   agreements was the issuance by VeriSign to the Restrained Persons of shares
   of VeriSign Common Stock (the "Restraint Shares
   ").

         
     NOW, THEREFORE, in consideration of the foregoing recitals
   and the mutual promises hereinafter set forth, the parties hereto agree as
   follows:

          
    1.     REGISTRATION RIGHTS

         
          1.1    
    Certain Definitions.  For purposes of this
   Agreement:

          
               
       (a)      1933 Act.
   The term "1933 Act" means the U.S. Securities Act of
   1933, as amended, or any successor law.

          
               
       (b)      1934 Act.
   The term "1934 Act" means the U.S. Securities
   Exchange Act of 1934, as amended, or any successor law.

          
               
       (c)     
   Registration. The terms "register,"
   "registered," and "registration
   " refer to the registration effected by preparing and filing a Form S-3
   registration statement in compliance with the 1933 Act (a "registration
   statement"), and the declaration or ordering of effectiveness of such
   registration statement.

          
               
       (d)      Registrable
    Securities. The term "Registrable
    Securities" means: (i) the Exchange Shares; (ii) the
   Restraint
 Shares; and (iii) any shares of VeriSign Common Stock that may be issued
   as a dividend or other distribution (including shares of VeriSign Common
   Stock issued in a subdivision and split of VeriSign's outstanding Common
   Stock) with respect to, or in exchange for or in replacement of, the
   Exchange Shares or the Restraint Shares; excluding in all
   cases, however, any such shares that are (x) registered under the 1933 Act;
   (y) sold by a person in a transaction in which rights under this Agreement
   are not assigned in accordance with the terms of this Agreement; or (z) sold
   to the public or sold pursuant to Rule 144 promulgated under the 1933 Act.
   Except as provided in clause (iii) of the first sentence of this Section
   1.1(d), the term "Registrable Securities" does not include
   any shares of VeriSign Common Stock acquired outside the Exchange.

          
               
       (e)      Holder. The
   term "Holder" means the original holder of any
   Registrable Securities or any assignee of record of any Registrable
   Securities to whom rights under this Agreement have been duly assigned in
   accordance with the provisions of this Agreement.

          
               
       (f)      SEC. The
   term "SEC" or "Commission"
   means the U.S. Securities and Exchange Commission.

          
               
       (g)      Form S-3.
   The term "Form S-3" means such registration
   statement form under the 1933 Act as is in effect on the date of this
   Agreement or any successor registration statement form under the 1933 Act
   subsequently adopted by the SEC which permits inclusion or incorporation of
   substantial information by reference to other documents filed by VeriSign
   with the SEC.

          
               
       (h)      Rule 415.
   The term "Rule 415" means Rule 415 under the 1933
   Act, as such Rule may be amended from time to time, or any similar rule or
   regulation hereafter adopted by the SEC.

          
               
       (i)      Terms from
   Exchange Agreement. Capitalized terms used in this Agreement but not
   defined in this Section 1 or elsewhere in this Agreement shall have the
   meanings given them in the Exchange Agreement.

          
         1.2.    Shelf
   Registration.

          
               
       (a)      As promptly as
   reasonably practicable following, and consistent with the requirements of
   applicable law, VeriSign shall prepare and file with the SEC a registration
   statement on Form S-3 for an offering to be made on a continuous basis
   pursuant to Rule 415 covering all of the Registrable Securities (the
   "Shelf Registration"). VeriSign shall use its best
   efforts to have such Shelf Registration declared effective on or before the
   Closing of the Exchange and to keep the Shelf Registration continuously
   effective under the 1933 Act for a continuous period of time (such period of
   time being hereinafter called the "Effectiveness Period
   ") commencing on
 the date the Shelf Registration is declared effective under the 1933 Act by
   the SEC (the "Effectiveness Date") and ending the
   second anniversary of the Effectiveness Date

          
               
       (b)      If the Shelf
   Registration or a Subsequent Registration (as defined below) ceases to be
   effective for any reason at any time during the Effectiveness Period, then
   VeriSign shall use its best efforts to obtain the prompt withdrawal of any
   order suspending the effectiveness thereof, and in any event shall, within
   45 days of such cessation of effectiveness, file an amendment to the Shelf
   Registration seeking to obtain the withdrawal of the order suspending the
   effectiveness thereof, or file an additional "shelf" registration
   statement pursuant to Rule 415 covering all of the Registrable Securities (a
   "Subsequent Registration"). If a Subsequent
   Registration is filed, VeriSign shall use its best efforts to cause the
   Subsequent Registration to be declared effective as soon as practicable
   after such filing and to keep such registration statement continuously
   effective until the end of the Effectiveness Period.

          
               
       (c)      Subject to the
   provisions of Section 1.2(h), VeriSign shall supplement and amend the Shelf
   Registration if, as and when required by the 1933 Act, the rules and
   regulations promulgated thereunder or the rules, regulations or instructions
   applicable to the registration form used by VeriSign for such Shelf
   Registration.

          
               
       (d)      Any sale of
   Registrable Securities pursuant to a registration hereunder may be made only
   during a "Permitted Window" (as defined below) and only in
   accordance with the method or methods of distribution of such Registrable
   Securities as described in the registration statement for the Shelf
   Registration (or Subsequent Registration, as applicable) (which methods of
   distribution will be specified by the Holders in their Notice of Resale (as
   defined below)). A Holder may also sell Registrable Securities in a bona
   fide private offering if the selling Holder provides VeriSign with a written
   opinion of counsel, satisfactory to counsel to VeriSign, that such offer and
   sale is an exempt transaction under the 1933 Act and applicable state
   securities laws.

          
               
       (e)      There will be no
   more than six (6) Permitted Windows during each of the first 12 months and
   the second 12 months of the Effectiveness Period and there will be at least
   a 30-day interval between any two Permitted Windows.

          
               
       (f)      No Shareholder
   will sell any Registrable Securities, and no Permitted Window will commence,
   until after VeriSign has publicly released a report including financial
   statements of VeriSign that include at least thirty (30) days of
   post-Exchange combined operating results of VeriSign and THAWTE.

          
               
       (g)      During any
   calendar quarter during the Effectiveness Period, the Shareholder,
   collectively, may not sell an amount of Registrable Securities that, in the
   aggregate, exceeds three percent (3%) of the outstanding shares of VeriSign
   Common Stock, as indicated in VeriSign's then most recent published
   report.

          
               
       (h)      A
   "Permitted Window" is a period of thirty (30)
   consecutive calendar days commencing upon VeriSign's written notification to
   the Shareholder in response to a Notice of Resale (as defined below) that
   the prospectus contained in the registration statement is available to be
   used for resales of Registrable
 Securities pursuant to the Shelf Registration. In order to cause a Permitted
   Window other than the first Permitted Window(the "First Permitted
   Window") to commence, a Holder or Holders of Registrable
   Securities must first give written notice to VeriSign of its/their present
   intention to sell some or all of its/their Registrable Securities pursuant
   to the Shelf Registration and indicate the number of shares proposed to be
   sold (a "Notice of Resale"). Upon receipt of such
   Notice of Resale (unless a certificate of the President of VeriSign is
   delivered as provided in Section 1.3(b) below), VeriSign will give written
   notice to the Holders as soon as practicable, but in no event more than
   seven (7) business days after such receipt, that: (i) the prospectus
   contained in the registration statement is current (it being acknowledged
   that it may be necessary for VeriSign during this period to supplement the
   prospectus or make an appropriate filing under the 1934 Act so as to cause
   the prospectus to become current) and that the Permitted Window will
   commence on the date of such notice by VeriSign; or (ii) VeriSign is
   required under the 1933 Act and the regulations thereunder to amend the
   registration statement in order to cause the prospectus to be current. In
   the event that VeriSign determines that an amendment to the registration
   statement is necessary as provided above, it will file and cause such
   amendment to become effective as soon as practicable; whereupon it will
   notify the Shareholder that the Permitted Window will then commence.
   VeriSign shall not be obligated to keep the registration statement current
   during any period other than a Permitted Window. If, pursuant to Section
   1.3(b), VeriSign defers a Permitted Window, and the Holders withdraw their
   Notice of Resale, then such withdrawal shall not count as a Permitted
   Window. The Holders may elect to withdraw a request for registration
   pursuant to a Notice of Resale; provided however, that if
   VeriSign has commenced preparation of any supplement or amendment to the
   registration statement or any part thereof in response to such Notice of
   Resale prior to receiving written notice from the Holders' of the withdrawal
   of their request for registration, then the Holders will promptly reimburse
   VeriSign for its actual costs and expenses incurred in preparing and/or
   filing such supplement and/or amendment. Notwithstanding any other provision
   contained herein, by operation of this Agreement and without the delivery of
   a Notice of Resale by the Holders, the First Permitted Window shall commence
   on the date of the Closing of the Exchange pursuant to the Exchange
   Agreement and shall remain open for a period of thirty days following the
   Closing. In the event that the Shelf Registration has not been declared
   effective prior to the Closing of the Exchange, the Shareholder shall have
   the right to cause THAWTE and VeriSign to delay the Closing of the Exchange
   until such time as the Shelf Registration has become effective and the First
   Permitted Window has opened. Alternatively, the Shareholder may elect to
   cause THAWTE and VeriSign to effect the Closing of the Exchange prior to the
   Effectiveness Date. In the event of such election by the Shareholder, by
   operation of this Agreement and without the delivery of a Notice of Resale
   by the Holders, the First Permitted Window shall commence on the
   Effectiveness Date and shall remain open for a period of thirty days
   following the Effectiveness Date .

          
         (i)      If a
   Holder or any trustee or beneficiary of a Holder is or becomes an employee
   of VeriSign or any subsidiary of VeriSign (other than THAWTE, or any
   subsidiary thereof THAWTE USA, Inc., or any subsidiary thereof), then in
   such event, notwithstanding any other provision of this Agreement, such
   Holder will sell and dispose of Registrable Securities pursuant to the Shelf
   Registration or any Subsequent
 Registration only during those time periods ("trading windows")
   during which the officers and directors of VeriSign are permitted to make
   sales, purchases or other trades in VeriSign's securities under VeriSign's
   then-current securities trading policy applicable to VeriSign employees.
   When and if applicable, VeriSign shall notify Holders in writing of the
   commencement or expiration of each trading window within at least one (1)
   trading day prior to the commencement or expiration of such trading window,
   as applicable. It is understood and agreed by the parties that for the
   purposes of this section, Shareholder is not an "employee" of
   VeriSign or its subsidiaries(other than THAWTE, or any subsidiary thereof
   THAWTE USA, Inc., or any subsidiary thereof) by virtue of Shareholder
   entering into the Consulting Agreement with VeriSign.

         
               1.3
         Limitations.  Notwithstanding the
   provisions of Section 1.2 above, VeriSign shall not be obligated to
   effect any such registration, qualification or compliance of Registrable
   Securities pursuant to this Agreement, or the Holders shall not be
   entitled to sell Registrable Securities pursuant to the registration
   statement, as applicable:

          
               
               
          (a)     
   if Form S-3 is not then available for such offering by the Holders,
   provided, that VeriSign represents and warrants to the Holders that Form S-3
   is currently available to VeriSign and will be available for use by VeriSign
   at the commencement of, and throughout the term of, the First Permitted
   Window;

          
               
               
          (b)     
    if VeriSign shall furnish to the Holders a certificate signed by the
   President of VeriSign stating that, in the good faith judgment of the Board
   of Directors of VeriSign, it would be seriously detrimental to VeriSign and
   its stockholders for such Permitted Window to be in effect at such time,
   due, for example, to the existence of a material development or potential
   material development involving VeriSign which VeriSign would be obligated to
   disclose in the prospectus contained in the Shelf Registration, which
   disclosure would, in the good faith judgment of the Board of Directors of
   VeriSign, be premature or otherwise inadvisable at such time or would have a
   material adverse affect upon VeriSign and its shareholders, in which event
   VeriSign will have the right to defer a Permitted Window for a period of not
   more than sixty (60) days after receipt of a Notice of Resale from the
   Holder or Holders pursuant to this Section 1.2; provided,
   however, that VeriSign may so postpone a Permitted Window no more
   than two (2) times per calendar year during each of the 2000 and 2001
   calendar years (and not more than once for each six (6) month period that
   the Effectiveness Period is extended pursuant to the following proviso) and
   provided further, that if VeriSign so postpones a Permitted
   Window, the Effectiveness Period of the Shelf Registration shall be extended
   by a period of time equal to the period of postponement (subject to the
   provisions of Sections 1.4 and 1.10 below) and provided further, that
   VeriSign represents and warrants to the Holders as of the date hereof, as of
   the commencement of, and throughout the term of, the First Permitted Window,
   there does not now exist, and there will not exist during the term of the
   First Permitted Window, any material development or potential material
   development such as would give VeriSign the right hereunder to defer the
   First Permitted Window, and provided further, that VeriSign covenants that
   it will not defer the First Permitted Window . If VeriSign defers a
   Permitted Window as
 provided herein and the Holders withdraw their Notice of Resale, then such
   withdrawal shall not count as a Permitted Window;

          
               
               
          (c)     
   if VeriSign is acquired and its Common Stock ceases to be publicly traded
   and in such acquisition of VeriSign the Holders receive, in exchange for the
   Registrable Securities then held by them, cash and/or securities that are
   registered under the 1933 Act; 

          
               
               
          (d)     
   in any particular jurisdiction in which VeriSign would be required to
   qualify to do business or to execute a general consent to service of process
   in effecting such registration, qualification or compliance, unless VeriSign
   is already subject to service of process in such jurisdiction; or

          
               
               
          (e)     
   if the SEC refuses to declare such registration effective due to the
   participation of any particular Holder in such registration (unless such
   Holder withdraws all such Holder's Registrable Securities from such
   registration statement).

         
               1.4
        Shares Otherwise Eligible for
   Resale. VeriSign shall not be obligated to effect or continue to
   keep effective any such registration, registration statement, qualification
   or compliance of Registrable Securities held by any particular
   Holder:

          
               
               
          (a)     
    if VeriSign or its legal counsel shall have received a "no-action
   " letter or similar written confirmation from the SEC that all the
   Registrable Securities originally issued to such Holder in the Exchange and
   still then held by such Holder may be resold by such Holder in the United
   States within a three (3) month period without registration under the 1933
   Act pursuant to the provisions of Rule 144 or Rule 145(d) promulgated under
   the 1933 Act (or successor provisions), or otherwise;

          
               
               
          (b)     
   if legal counsel to VeriSign shall deliver a written opinion to VeriSign,
   its transfer agent and the Holders, in form and substance reasonably
   acceptable to VeriSign, to the effect that all the Registrable Securities
   originally issued to such Holder in the Exchange and still then held by such
   Holder may be resold by such Holder within a three (3) month period without
   registration under the 1933 Act pursuant to the provisions of Rule 144 or
   Rule 145(d) promulgated under the 1933 Act, or otherwise; or

          
               
               
          (c)     
    after expiration or termination of the Effectiveness Period.

         
               1.5
        Expenses. VeriSign shall pay all
   expenses incurred in connection with the Shelf Registration and any
   Subsequent Registration (excluding brokers' discounts and commissions),
   including without limitation all filing, registration and qualification,
   printers' and accounting fees.

 

         
               1.6
        Obligations of VeriSign.
   Subject to Sections 1.2, 1.3 and 1.4 above, when required to effect the
   registration of any Registrable Securities under the terms of this
   Agreement, VeriSign will, as expeditiously as reasonably possible:

          
               
             (a)   
      furnish to the Holders such number of copies of a prospectus,
   including a preliminary prospectus (and amendments or supplements thereto),
   in conformity with the requirements of the 1933 Act, and such other
   documents as they may reasonably request in order to facilitate the
   disposition of the Registrable Securities owned by them;

          
               
             (b)   
      use its best efforts to register and qualify the securities
   covered by such registration statement under such other securities or Blue
   Sky laws of such jurisdictions as will be reasonably requested by the
   Holders, provided that VeriSign will not be required in
   connection therewith or as a condition thereto to qualify to do business or
   to file a general consent to service of process in any such state or
   jurisdiction unless VeriSign is already subject to service of process in
   such jurisdiction; and

          
               
             (c)   
      promptly notify each Holder of Registrable Securities covered
   by such registration statement, at any time when a prospectus relating
   thereto is required to be delivered under the 1933 Act, of the happening of
   any event as a result of which the prospectus included in such registration
   statement, as then in effect, includes an untrue statement of a material
   fact or omits to state a material fact required to be stated therein or
   necessary to make the statements therein not misleading in the light of the
   circumstances then existing.

         
               1.7
         Furnish Information. It shall
   be a condition precedent to the obligations of VeriSign to take any action
   pursuant to this Agreement that the selling Holders will furnish to VeriSign
   such information regarding themselves, the Registrable Securities held by
   them, and the intended method of disposition of such Registrable Securities
   as shall be required to timely effect the registration of their Registrable
   Securities.

         
               1.8
         Delay of Registration.
   No Holder will have any right to obtain or seek an injunction restraining or
   otherwise delaying any such registration as the result of any controversy
   that might arise with respect to the interpretation or implementation of
   this Agreement.

         
              
    1.9       Indemnification.
   

          
               
            (a)   
      By VeriSign. To the extent permitted by law,
   VeriSign will indemnify and hold harmless each Holder, the trustee,
   partners, officers and directors of each Holder, any underwriter (as defined
   in the 1933 Act) for such Holder and each person, if any, who controls such
   Holder or
 underwriter within the meaning of the 1933 Act or the 1934 Act, against any
   losses, claims, damages, or liabilities (joint or several) to which they may
   become subject under the 1933 Act, the l934 Act or other U.S. federal or
   state law, insofar as such losses, claims, damages, or liabilities (or
   actions in respect thereof) arise out of or are based upon any of the
   following statements, omissions or violations (collectively a
   "Violation"):

 

         
              (i) 
        any untrue statement or alleged untrue statement of
   a material fact contained in a registration statement filed by VeriSign
   pursuant to this Agreement, including any preliminary prospectus or final
   prospectus contained therein or any amendments or supplements
   thereto;

          
               (ii)
        the omission or alleged omission to state
   therein a material fact required to be stated therein, or necessary to make
   the statements therein not misleading; or 

          
              (iii) 
        any violation or alleged violation by VeriSign of
   the 1933 Act, the 1934 Act, any U.S. federal or state securities law or any
   rule or regulation promulgated under the 1933 Act, the 1934 Act or any U.S.
   federal or state securities law in connection with the offering covered by
   such registration statement; 

 
 
 and VeriSign will reimburse each such Holder, trustee,
   partner, officer or director, underwriter or controlling person for any
   legal or other expenses reasonably and actually incurred by them, as
   incurred, in connection with investigating or defending any such loss,
   claim, damage, liability or action; provided however, that the
   indemnity agreement contained in this subsection 1.9(a) shall not apply to
   amounts paid in settlement of any such loss, claim, damage, liability or
   action if such settlement is effected without the consent of VeriSign (which
   consent shall not be unreasonably withheld), nor shall VeriSign be liable in
   any such case for any such loss, claim, damage, liability or action to the
   extent that it arises out of or is based upon a Violation which occurs in
   reliance upon and in conformity with written information furnished expressly
   for use in connection with such registration by such Holder, trustee,
   partner, officer, director, underwriter or controlling person of such
   Holder.

          
               
               
     (b)      By Selling
    Holders. To the extent permitted by law, each selling Holder will
   indemnify and hold harmless VeriSign, each of its directors, each of its
   officers who have signed the registration statement, each person, if any,
   who controls VeriSign within the meaning of the 1933 Act, any
 underwriter and any other Holder selling securities under such registration
   statement or any of such other Holder's partners, directors or officers or
   any person who controls such Holder within the meaning of the 1933 Act or
   the 1934 Act, against any losses, claims, damages or liabilities (joint or
   several) to which VeriSign or any such director, officer, controlling
   person, underwriter or other such Holder, trustee, partner or director,
   officer or controlling person of such other Holder may become subject under
   the 1933 Act, the 1934 Act or other federal or state law, insofar as such
   losses, claims, damages or liabilities (or actions in respect thereto) arise
   out of or are based upon any Violation, in each case to the extent (and only
   to the extent) that such Violation occurs in reliance upon and in conformity
   with written information furnished by such Holder expressly for use in
   connection with such registration; and each such Holder will reimburse any
   legal or other expenses reasonably incurred by VeriSign or any such
   director, officer, controlling person, underwriter or other Holder, trustee,
   partner, officer, director or controlling person of such other Holder in
   connection with investigating or defending any such loss, claim, damage,
   liability or action; provided, however, that the indemnity
   agreement contained in this subsection 1.9(b) shall not apply to amounts
   paid in settlement of any such loss, claim, damage, liability or action if
   such settlement is effected without the consent of the indemnifying Holder,
   which consent shall not be unreasonably withheld; and provided
   further that the total amounts payable in indemnity by a Holder under
   this subsection 1.9(b) in respect of any Violation shall not exceed the net
   proceeds received by such Holder in the registered offering out of which
   such Violation arises.

          
               
               
     (c)      Notice. Promptly after
   receipt by an indemnified party under this Section 1.9 of notice of the
   commencement of any action (including any governmental action), such
   indemnified party will, if a claim for indemnification or contribution in
   respect thereof is to be made against any indemnifying party under this
   Section 1.9, deliver to the indemnifying party a written notice of the
   commencement thereof and the indemnifying party shall have the right to
   participate in, and, to the extent the indemnifying party so desires,
   jointly with any other indemnifying party similarly noticed, to assume the
   defense thereof with counsel mutually satisfactory to the parties;
   provided, however, that an indemnified party shall have the
   right to retain its own counsel, with the fees and expenses to be paid by
   the indemnifying party, if representation of such indemnified party by the
   counsel retained by the indemnifying party would be inappropriate due to
   actual or potential conflict of interests between such indemnified party and
   any other party represented by such counsel in such proceeding. The failure
   of an indemnified party to deliver written notice to the indemnifying party
   within a reasonable time of the commencement of any such action, if
   prejudicial to its ability to defend such action, shall relieve such
   indemnifying party of any liability to the indemnified party under this
   Section 1.9, but the omission so to deliver written notice to the
 indemnified party under this Section 1.9, but the omission so to deliver
   written notice to the indemnifying party will not relieve it of any
   liability that it may have to any indemnified party otherwise than under
   this Section 1.9.

          
              (d) 
        Defect Eliminated in Final
    Prospectus. The foregoing indemnity agreements of VeriSign and
   Holders are subject to the condition that, insofar as they relate to any
   Violation made in a preliminary prospectus but eliminated or remedied in the
   amended or supplemented prospectus on file with the SEC and effective at the
   time the sale of Registrable Securities under such registration statement
   occurs (the "Amended Prospectus"), such indemnity
   agreement shall not inure to the benefit of any person if a copy of the
   Amended Prospectus was furnished to the indemnified party and was not
   furnished to the person asserting the loss, liability, claim or damage, at
   or prior to the time such action is required by the 1933 Act.

          
              (e) 
        Contribution. In order to provide for just
   and equitable contribution to joint liability under the 1933 Act in any case
   in which either (i) any Holder exercising rights under this Agreement, or
   any controlling person of any such Holder, makes a claim for indemnification
   pursuant to this Section 1.9 but it is judicially determined (by the entry
   of a final judgment or decree by a court of competent jurisdiction and the
   expiration of time to appeal or the denial of the last right of appeal) that
   such indemnification may not be enforced in such case notwithstanding the
   fact that this Section 1.9 provides for indemnification in such case, or
   (ii) contribution under the 1933 Act may be required on the part of any such
   selling Holder or any such controlling person in circumstances for which
   indemnification is provided under this Section 1.9; then, and in each such
   case, VeriSign and such Holder will contribute to the aggregate losses,
   claims, damages or liabilities to which they may be subject (after
   contribution from others) in such proportion so that such Holder is
   responsible for the portion represented by the percentage that the public
   offering price of its Registrable Securities offered by and sold under the
   registration statement bears to the public offering price of all
   securities offered by and sold under such registration statement, and
   VeriSign and other selling Holders are responsible for the remaining
   portion; provided, however, that, in any such case, (A) no
   such Holder will be required to contribute any amount in excess of the
   public offering price of all such Registrable Securities offered and sold by
   such Holder pursuant to such registration statement; and (B) no person or
   entity guilty of fraudulent misrepresentation (within the meaning of Section
   11(f) of the 1933 Act) will be entitled to contribution from any person or
   entity who was not guilty of such fraudulent misrepresentation.

          
              (f) 
        Survival. The obligations of VeriSign and
   Holders under this Section 1.9 shall survive the completion of any offering
   of Registrable Securities in a registration statement, and
   otherwise.

  

         
          1.10     
   Duration and Termination of VeriSign's
    Obligations. VeriSign will have no obligations pursuant to
   Section 1.2 of this Agreement with respect to any Notice of Resale or other
   request or requests for registration (or inclusion in a registration) made
   by any Holder or to maintain or continue to keep effective any registration
   or registration statement pursuant hereto: (a) after the expiration or
   termination of the Effectiveness Period; (b) if VeriSign has already
   effected twelve (12) Permitted Windows pursuant to this Agreement; (c) if,
   in the written opinion of counsel to VeriSign, delivered to the Holders, all
   such Registrable Securities proposed to be sold in the United States by such
   Holder may be sold in a three (3) month period without registration under
   the 1933 Act pursuant to Rule 144 or Rule 145(d) promulgated under the 1933
   Act or otherwise; or (d) if all Registrable Securities have been registered
   and sold pursuant to registrations effected pursuant to this Agreement
   and/or have been transferred in transactions in which registration rights
   hereunder have not been assigned in accordance with this
   Agreement.

         
          1.11     
    Acknowledgment of Other Agreements. The Holders acknowledge
   that they have been informed by VeriSign that other shareholders of VeriSign
   currently hold certain S-3 and other registration rights that may enable
   such other shareholders to sell shares of VeriSign during one or more
   Permitted Windows or at other times (thus potentially adversely affecting
   the receptivity of the market to the sale of the Registrable Securities
   pursuant to the Shelf Registration) and that certain shareholders hold
   "piggyback registration rights" that may allow them to participate
   in a registration effected pursuant to this Agreement. In the event that,
   after the date of this Agreement and prior to expiration of the
   Effectiveness Period, VeriSign enters into an agreement pursuant to which
   VeriSign grants registration rights to a third party or parties that may be
   exercised during the Effectiveness Period, then, within thirty (30) days
   after it enters into such agreement, VeriSign will notify the THAWTE
   Shareholder of the grant of such registration rights and their general
   terms.

         
          1.12     
    Volume Limitation. Subject to the limitations contained in
   this Agreement (including limitations contained in Section 1.3), on each
   trading day during a Permitted Window on which the THAWTE Shareholder is
   permitted to sell Registrable Securities under the Form S-3, the THAWTE
   Shareholder may not sell more than such number of shares of VeriSign Common
   Stock as does not exceed twenty percent (20%) of the average trading volume
   of VeriSign Common Stock for the ten (10) trading days immediately preceding
   such trading day on the Nasdaq National Market (or such other exchange or
   quotation system on which VeriSign Common Stock is then traded or quoted),
   unless on any such trading day the THAWTE Shareholder makes a block sale of
   Registrable Securities under the Form S-3 to a single purchaser or group of
   purchasers and makes no other sales of Registrable Securities on such
   trading day.

  

          
    2.      ASSIGNMENT

 The rights of a Holder under this Agreement may be
   assigned without VeriSign's consent to any transferee of at least 10,000
   shares of the Registered Securities provided that the assignee
   agrees in writing to be bound by all the obligations of the Holders under
   this Agreement. In addition, in connection with a hedging transaction or the
   purchase or sale of any derivative security, a Holder under this Agreement
   may assign to a third party an executory right to become in the future an
   assignee under this Agreement, provided, that the securities
   underlying such hedging or derivative transaction shall represent or be
   derived from at least 10,000 shares of Registrable Securities, and
   provided further, that no such third party shall become an
   assignee until that third party acquires at least 10,000 shares of
   Registrable Securities and agrees in writing to be bound by all the
   obligations of the Holders under this Agreement. 

          
    3.      GENERAL PROVISIONS

         
          3.1     
    Notices. Unless otherwise provided, all notices,
   instructions and other communications required or permitted to be given
   hereunder or necessary or convenient in connection herewith must be in
   writing and shall be deemed delivered (i) when personally served or when
   delivered by telex or facsimile (to the telex or facsimile number of the
   person to whom the notice is given), (ii) the first business day following
   the date of deposit with an overnight courier service or (iii) on the
   earlier of actual receipt or the third business day following the date on
   which the notice is deposited in the United States mail, first class
   certified, postage prepaid, addressed as follows: (a) if to VeriSign, at
   1350 Charleston Road, Mountain View, CA 94043, Attention: President,
   Telecopier: (650) 961-7300; and (b) if to Shareholder, at such Shareholder's
   respective address as set forth on Exhibit A hereto. Any party hereto
   (and such party's permitted assigns) may by notice so given change its
   address for future notices hereunder.

         
          3.2     
    Entire Agreement. This Agreement and the provisions of
   Section 2.1.3 of the Exchange Agreement constitute and contain the entire
   agreement and understanding of the parties with respect to the subject
   matter hereof and supersedes any and all prior negotiations, correspondence,
   agreements, understandings, duties or obligations between the parties with
   respect to the subject matter hereof.

         
          3.3     
   Amendment of Rights. Any provision of this Agreement
   may be amended and the observance thereof may be waived (either generally or
   in a particular instance and either retroactively or prospectively), only
   with the written consent of VeriSign and Holders of a majority of all
   Registrable Securities then outstanding. Any amendment or waiver effected in
   accordance with this Section 3.3
 shall be binding upon each Holder, each permitted successor or assignee of
   such Holder and VeriSign.

         
          3.4     
   Governing Law. This Agreement will be governed by and
   construed exclusively in accordance with the internal laws of the State of
   California, United States of America, as applied to agreements among
   California residents entered into and to be performed entirely within
   California, excluding that body of law relating to conflict of laws and
   choice of law.

         
          3.5     
   Severability. If one or more provisions of this Agreement are
   held to be unenforceable under applicable law, then such provision(s) will
   be excluded from this Agreement and the balance of this Agreement shall be
   interpreted as if such provision(s) were so excluded and will be enforceable
   in accordance with its terms. 

         
          3.6      
   No Third Party Beneficiaries. Nothing in this Agreement, express
   or implied, is intended to confer upon any person, other than the parties
   hereto and their successors and assigns, any rights or remedies under or by
   reason of this Agreement.

         
          3.7     
   Captions. The headings and captions to sections of this Agreement
   have been inserted for identification and reference purposes only and will
   not be used to construe or interpret this Agreement.

         
          3.8     
   Counterparts. This Agreement may be executed in counterparts,
   each of which will be deemed an original, but all of which together will
   constitute one and the same instrument.

         
          3.9     
   Effectiveness of Agreement. Regardless of when signed, this
   Agreement will not become effective or binding unless and until the Closing
   (as defined in the Exchange Agreement) of the Exchange has been consummated
   in accordance with the Exchange Agreement.

  

  

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     IN WITNESS WHEREOF, the parties hereto have executed this
   Agreement effective as of the date and year first above written.


 	VERISIGN, INC.	SHAREHOLDER
	 	 	 	 
	By:  	/s/ STRATTON D. SCLAVOS
   

   
 	 	 /s/ MARK SHUTTLEWORTH
   

   
 
	 	 	 	Mark Shuttleworth
	Print Name: 	 
 	 	 
	 	 	 	 
	Title: 	 
 	 	 
	 	 	 	 
	  	 	 	 


 RESTRAINED PERSONS 

  


 	 	[Name]
	 	 
	 	[Name]
	 	 
	 	[Name]
	 	 
	 	[Name]
	 	 
	 	[Name]
	 	 


  

  

 EXHIBIT A

 List of Shareholders

 
 	  	 	  
	 Name and Address 

 	 	 Number of Shares of
   

   VeriSign Common Stock Held 

     
	 Mark Shuttleworth