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<SEC-DOCUMENT>0000891554-01-506959.txt : 20020413
<SEC-HEADER>0000891554-01-506959.hdr.sgml : 20020413
ACCESSION NUMBER:		0000891554-01-506959
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		4
FILED AS OF DATE:		20011219
EFFECTIVENESS DATE:		20011219

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			KONINKLIJKE PHILIPS ELECTRONICS NV
		CENTRAL INDEX KEY:			0000313216
		STANDARD INDUSTRIAL CLASSIFICATION:	ELECTRONIC & OTHER ELECTRICAL EQUIPMENT (NO COMPUTER EQUIP) [3600]
		STATE OF INCORPORATION:			P7
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-8
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-75542
		FILM NUMBER:		1818901

	BUSINESS ADDRESS:	
		STREET 1:		REMBRANDT TOWER AMSTELPLEIN 1
		STREET 2:		1096 HA AMSTERDAM
		CITY:			THE NETHERLANDS
		BUSINESS PHONE:		0113140791

	MAIL ADDRESS:	
		STREET 1:		REMBRANDT TOWER AMSTELPLEIN 1
		STREET 2:		1096 HA AMSTERDAM
		CITY:			THE NETHERLANDS

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	PHILIPS ELECTRONICS N V
		DATE OF NAME CHANGE:	19930727

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	PHILIPS NV
		DATE OF NAME CHANGE:	19910903
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>sc0205.txt
<DESCRIPTION>REGISTRATION STATEMENT
<TEXT>
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 18, 2001
                                                      REGISTRATION NO. 333-_____

===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                    UNDER THE
                             SECURITIES ACT OF 1933

                      KONINKLIJKE PHILIPS ELECTRONICS N.V.
             (Exact Name of Registrant as Specified in Its Charter)

                            ROYAL PHILIPS ELECTRONICS
                     (Registrant's Name for Use in English)

                                 THE NETHERLANDS
         (State or Other Jurisdiction of Incorporation or Organization)
                                      NONE
                     (I.R.S. Employer Identification Number)

        REMBRANDT TOWER, AMSTELPLEIN 2, AMSTERDAM 1070MX, THE NETHERLANDS
                    (Address of Principal Executive Offices)

      KONINKLIJKE PHILIPS ELECTRONICS N.V. NONQUALIFIED STOCK PURCHASE PLAN
           ROYAL PHILIPS ELECTRONICS CORPORATE STOCK OPTION PLAN 2000
           ROYAL PHILIPS ELECTRONICS CORPORATE STOCK OPTION PLAN 2001
                            (Full Title of the Plans)

                                  BELINDA CHEW
           1251 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK 10020-1104
                                 (212) 536-0633
            (Name, Address and Telephone Number of Agent for Service)

                    Please Send Copies of Communications to:
                               ANDREW D. SOUSSLOFF
                               SULLIVAN & CROMWELL
                 125 BROAD STREET, NEW YORK, NEW YORK 10004-2498
                                 (212) 558-4000

<TABLE>
<CAPTION>

                                  CALCULATION OF REGISTRATION FEE
===========================================================================================================
                                                            PROPOSED
                                                            MAXIMUM        PROPOSED MAXIMUM     AMOUNT OF
TITLE OF EACH CLASS OF                  AMOUNT TO BE     OFFERING PRICE       AGGREGATE       REGISTRATION
SECURITIES TO BE REGISTERED            REGISTERED (2)    PER SHARE (3)    OFFERING PRICE (3)       FEE

- -------------------------------------- ---------------- ----------------- ------------------- -------------
<S>                                    <C>                   <C>           <C>                   <C>

Common Shares of Koninklijke Philips   34,889,379            $27.67        $965,665,819.90       $241,418
Electronics N.V.,  par value 0.20      shares
Euro per share (1)
===========================================================================================================

<FN>
(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     registration  statement also covers an indeterminate amount of interests to
     be  offered  or  sold  pursuant  to  the  Koninklijke  Philips  Electronics
     Nonqualified  Stock  Purchase  Plan.  Pursuant to Rule  457(h)(2) no fee is
     payable with respect to the registration of these interests.
</FN>
</TABLE>

<PAGE>


(2)  509,460 of the shares are registered  hereby to be offered or sold pursuant
     to the Koninklijke  Philips  Electronics  Nonqualified Stock Purchase Plan,
     13,894,794  shares are  registered  to be offered or sold  pursuant  to the
     Royal Philips  Electronics  Corporate Stock Option Plan 2000 and 20,485,125
     shares are  registered  to be offered or sold pursuant to the Royal Philips
     Electronics Corporate Stock Option Plan 2001.

(3)  Estimated   solely  for  the  purpose  of  computing   the  amount  of  the
     registration  fee.  Pursuant  to Rule  457(h)  and Rule  457(c)  under  the
     Securities Act of 1933,  calculated on the basis of the average of the high
     and low  prices of the  Common  Shares as  reported  on the New York  Stock
     Exchange on December 14, 2001.


<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

                                EXPLANATORY NOTE

         This  registration  statement on Form S-8 registers common shares,  par
value (euro)0.20 per share of Royal Philips Electronics,  which may be issued in
connection  with the  plans set forth on the  facing  page of this  registration
statement. In addition, this registration statement also covers an indeterminate
amount of interests to be offered or sold  pursuant to the  Koninklijke  Philips
Electronics N.V. Nonqualified Stock Purchase Plan.

         As permitted by Rule 428 under the  Securities Act of 1933, as amended,
this  registration  statement omits the information  specified in Part I of Form
S-8. We will deliver the documents containing the information  specified in Part
I to the  participants  in the plans covered by this  registration  statement as
required by Rule 428(b).  We are not filing these  documents with the Securities
and  Exchange   Commission  as  part  of  this  registration   statement  or  as
prospectuses  or prospectus  supplements  pursuant to Rule 424 of the Securities
Act of 1933, as amended.


<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The Securities and Exchange Commission (the "Commission")  allows us to
"incorporate by reference" the  information we file with them,  which means that
we  can  disclose  important  information  to  you by  referring  you  to  those
documents. The information incorporated by reference is considered to be part of
this  registration  statement,  and  later  information  that we file  with  the
Commission will automatically update and supersede this information. Information
set  forth  in this  registration  statement  supersedes  any  previously  filed
information that is incorporated by reference into this registration  statement.
We  incorporate  by reference  into this  registration  statement  the following
documents:

         (a) Our Annual  Report on Form 20-F for the fiscal year ended  December
31, 2000 (File No. 1-5146-01) filed with the Commission on May 7, 2001; and

         (b) Our Reports on Form 6-K, filed with the Commission on May 10, 2001,
July 19, 2001 and October 19, 2001; and

         (c) The  description  of our  common  shares,  par value  0.20 euro per
share,  contained  in the  registration  statement on Form S-8 filed on June 13,
2000.

All documents filed by Royal Philips Electronics under sections 13(a), 13(c), 14
or  15(d)  of the  Securities  Exchange  Act of  1934  after  the  date  of this
registration  statement,  but prior to the filing of a post-effective  amendment
which  indicates  that all  securities  offered  hereby  have been sold or which
deregisters all securities then remaining unsold.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The articles of  association  of Royal Philips  Electronics  contain no
provisions  under  which any member of its board of  management  or  supervisory
board or officers is indemnified  in any manner  against any liability  which he
may incur in his  capacity  as such.  However,  article  36 of the  articles  of
association  of Royal  Philips  Electronics  provides:  "Adoption by the General
Meeting  of  Shareholders  of  the  annual  accounts  ...  without  any  express
reservation made by the General Meeting of Shareholders shall have the effect of
fully  discharging  the  Board of  Management  and the  Supervisory  Board  from
liability for  performance  of their  respective  duties in the  financial  year
concerned."

<PAGE>


         Under Netherlands' law, this discharge is not absolute and would not be
effective as to any matters not disclosed in the annual  accounts and the report
of the board of management,  as presented to and adopted by the general  meeting
of shareholders.

         Members of the board of management,  the supervisory  board and certain
officers of Royal Philips Electronics are, to a limited extent, insured under an
insurance  policy  against  damages  resulting from their conduct when acting in
their capacities as such.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS

Exhibit No.        Description
- -----------        -----------
4.1                Royal Philips Electronics Corporate Stock Option Plan 2000.

4.2                Royal Philips Electronics Corporate Stock Option Plan 2001.

4.3                Koninklijke Philips Electronics  Nonqualified Stock Purchase
                   Plan  (incorporated  herein by  reference to Exhibit 4.1. to
                   Royal Philips  Electronics'  registration  statement on Form
                   S-8, as filed with the Commission on June 13, 2000).

23.1               Consent of KPMG Accountants N.V.

24                 Power of attorney (included on signature page).


ITEM 9.  UNDERTAKINGS

         (a) The undersigned registrant hereby undertakes:

              (1) To file,  during any period in which offers or sales are being
made, a post-effective  amendment to this registration  statement to include any
information with respect to the plan of distribution not previously disclosed in
the  registration  statement or any material  change to such  information in the
registration statement;

              (2) That, for the purpose of determining  any liability  under the
Securities Act of 1933, as amended, each such post-effective  amendment shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof; and

              (3) To  remove  from  registration  by means  of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

         (b) The undersigned  registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities  Act of 1933, as amended,  each
filing of the  registrant's  annual report  pursuant to Section 13(a) or Section
15(d) of the Securities  Exchange Act of 1934 that is  incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.


<PAGE>


         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933, as amended, may be permitted to directors,  officers and
controlling persons of the registrant pursuant to the foregoing  provisions,  or
otherwise, the registrant has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the Securities Act and is, therefore,  unenforceable.  In the event
that a claim  for  indemnification  against  such  liabilities  (other  than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling  person of the registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.


<PAGE>


                     SIGNATURES OF ROYAL PHILIPS ELECTRONICS

         Pursuant to the requirements of the Securities Act of 1933, as amended,
KONINKLIJKE PHILIPS ELECTRONICS N.V. certifies that it has reasonable grounds to
believe  that it meets all of the  requirements  for  filing on Form S-8 and has
duly  caused  this  Registration  Statement  to be signed  on its  behalf by the
undersigned,   thereunto  duly  authorized,   in  the  City  of  Amsterdam,  The
Netherlands, on December 17, 2001.

                           KONINKLIJKE PHILIPS ELECTRONICS N.V.


                           By:  /s/ Arie Westerlaken
                                -----------------------------
                           Name: Arie Westerlaken
                           Title: General Secretary

         KNOW ALL MEN BY THESE  PRESENTS that each  individual  whose  signature
appears  below  constitutes  and  appoints  Belinda  Chew his  true  and  lawful
attorney-in-fact  and agent with full power of substitution,  for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including  post-effective  amendments) to this Registration  Statement,  and to
file the  same  with all  exhibits  thereto,  and all  documents  in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorney-in-fact  and agent full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as  fully  to all  intents  and  purposes  as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute or substitutes,  may lawfully do or cause to be done by virtue
hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
indicated capacities on December 17, 2001.

Name                                     Title
- ----                                     -----

/s/ G. J. Kleisterlee
- -------------------------------          President/CEO, Chairman of the Board
G. J. Kleisterlee                        of Management

/s/ J.H. M. Hommen
- -------------------------------          Executive Vice-President, Member of
J.H. M. Hommen                           the Board of Management and Chief
                                         Financial Officer
/s/ A.P. M. van der Poel
- -------------------------------          Executive Vice-President, Member of
A.P. M. van der Poel                     the Board of Management

/s/ J.W. Whybrow
- -------------------------------          Executive Vice-President, Member of
J.W. Whybrow                             the Board of Management



                                      II-1


<PAGE>


Name                                     Title
- ----                                     -----

/s/ L.C. van Wachem
- -------------------------------          Chairman of the Supervisory Board
L.C. van Wachem

- -------------------------------          Vice-Chairman and Secretary of the
W. de Kleuver                            Supervisory Board

/s/ L. Schweitzer
- -------------------------------          Member of the Supervisory Board
L. Schweitzer

- -------------------------------          Member of the Supervisory Board
Sir Richard Greenbury

/s/ J.M. Hessels
- -------------------------------          Member of the Supervisory Board
J.M. Hessels

/s/ K. van Miert
- -------------------------------          Member of the Supervisory Board
K. van Miert

/s/ Belinda Chew
- -------------------------------          Duly authorized representative in the
Belinda Chew                             United States



                                      II-2

<PAGE>


              SIGNATURE OF THE KONINKLIJKE PHILIPS ELECTRONICS N.V.
                        NONQUALIFIED STOCK PURCHASE PLAN


Pursuant to the  requirements  of the  Securities  Act of 1933, the trustees (or
other persons who  administer  the employee  benefit plan) have duly caused this
Registration  Statement to be signed on its behalf by the undersigned  thereunto
duly authorized in the City of New York, State of New York, on December 17,
2001.


                                    KONINKLIJKE PHILIPS ELECTRONICS N.V.
                                    NONQUALIFIED STOCK PURCHASE PLAN


                                    By: /s/ Kevin Doran
                                        --------------------------------
                                    Name:   Kevin Doran
                                    Title:  Chairman, Stock Purchase Plan
                                            Committee



                                      II-3

<PAGE>


                                INDEX TO EXHIBITS

Exhibit No.        Description
- ----------         -----------
4.1                Royal Philips Electronics Corporate Stock Option Plan 2000.

4.2                Royal Philips Electronics Corporate Stock Option Plan 2001.

4.3                Koninklijke Philips Electronics  Nonqualified Stock Purchase
                   Plan  (incorporated  herein by  reference to Exhibit 4.1. to
                   Royal Philips  Electronics'  registration  statement on Form
                   S-8, as filed with the Commission on June 13, 2000).

23.1               Consent of KPMG Accountants N.V.

24                 Power of attorney (included on signature page).


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.1
<SEQUENCE>3
<FILENAME>ex_4-1.txt
<DESCRIPTION>STOCK OPTION PLAN 2000
<TEXT>
                                                                    Exhibit 4.1


                            ROYAL PHILIPS ELECTRONICS
                        CORPORATE STOCK OPTION PLAN 2000
                                17 FEBRUARY 2000

1.   PURPOSE
     The purpose of the Royal Philips  Electronics  Corporate  Stock Option Plan
     2000  (the  "Plan")  is to  enhance  the  ability  of  Koninklijke  Philips
     Electronics  N.V.  (for use in English:  Royal  Philips  Electronics)  (the
     "Company"), and any participating division,  subsidiary or affiliate of the
     Company  selected by the Board of  Management  (a  "Division")  to attract,
     motivate and retain members of the Company's  Group  Management  Committee,
     Philips Executives,  certain excellently performing top and high potentials
     and  key-employees  world-wide and to provide employees with an interest in
     the Company parallel to that of the Company's shareholders.

2.   DEFINITIONS
     (a)  "Board  of  Management"  shall  mean the  Board of  Management  of the
          Company  which shall  administer  the Plan and  perform the  functions
          specified in Section 3 hereof.
     (b)  "Fair Market  Value" per share as of a particular  date shall mean the
          price of a Share with  dividend in Euro, if any, at the closing of the
          Amsterdam Exchanges (AEX),  reported on the relevant date as published
          in the  Official  Price List of the  Amsterdam  Exchanges  (AEX).  The
          Supervisory Board or the Board of Management,  as the case may be, may
          determine  the Fair  Market  Value in US  Dollars,  using  the rate of
          Euro/US Dollar exchange on the Amsterdam  Exchanges (AEX) at the close
          of business on the relevant date. In the event that the Shares are not
          traded on the Amsterdam Exchanges (AEX) on the relevant date, the Fair
          Market  Value  shall be  determined  by the  Supervisory  Board in its
          reasonable discretion.
     (c)  "Option" shall mean a non-statutory option to purchase stock.
     (d)  "Option  Period"  shall have the meaning set forth in Section  5(b) of
          the Plan.
     (e)  "Participant"  shall mean a person selected to participate in the Plan
          in accordance with Section 4.
     (f)  "Shares" shall mean the common shares of the Company.
     (g)  "Supervisory  Board" shall mean the  Supervisory  Board of the Company
          which shall administer the Plan and perform the functions specified in
          Section 3 hereof.

3.   ADMINISTRATION

     The Plan shall be  administered  by the  Supervisory  Board or the Board of
     Management,  as the case may be, or such other person or persons designated
     by the  Supervisory  Board  or the  Board  of  Management,  subject  to the
     provisions below.
     (a)  The  Supervisory  Board or the Board of Management as the case may be,
          shall (i) approve the selection of  Participants,  (ii)  determine the
          number of Shares  subject to Options,  up to an  aggregate  number not
          exceeding the number of Shares approved for the Plan from time to time
          by the Company's Board of Management, Supervisory Board and meeting of
          its priority shareholders, and not previously issued or delivered upon
          the exercise of Options or subject to unexercised outstanding Options,
          (iii)  determine  the  terms  and  conditions  of any  Option  granted
          hereunder  (including,   but  not  limited  to,  any  restriction  and
          forfeiture  conditions  on such Option) and (iv) have the authority to
          interpret  the Plan, to  establish,  amend,  and rescind any rules and
          regulations   relating  to  the  Plan,  to  determine  the  terms  and
          provisions of any agreements  entered into hereunder,  and to make all
          other determinations  necessary or advisable for the administration of
          the Plan;  provided,  however,  that the  Supervisory  Board  shall be
          solely  responsible for the selection of Participants  who are members
          of the

                                       1
<PAGE>


          Company's Board of Management or the Group Management  Committee,  and
          the number of, and terms and conditions applicable to, Options granted
          to such members under the Plan. The Supervisory  Board or the Board of
          Management,  as the case may be, may correct  any  defect,  supply any
          omission or reconcile any  inconsistency  in the Plan or in any Option
          in the manner and to the extent it shall deem desirable.
     (b)  Any action of the  Supervisory  Board,  the Board of Management or its
          designee  shall be  final,  conclusive  and  binding  on all  persons,
          including the Company, Division and its shareholders, Participants and
          persons claiming rights from or through a Participant.
     (c)  The Supervisory Board or the Board of Management,  as the case may be,
          may  delegate to officers or  employees of the Company or Division and
          to  service  providers,  the  authority,  subject to such terms as the
          Supervisory  Board  or the  Board of  Management,  as the case may be,
          shall determine,  to perform administrative  functions with respect to
          the Plan and Option agreements.
     (d)  Members of the  Supervisory  Board,  the Board of  Management  and any
          officer or employee of the Company or Division acting at the direction
          of, or on behalf of, the Supervisory  Board or the Board of Management
          shall not be personally  liable for any action or determination  taken
          or made in good faith  with  respect  to the Plan,  and shall,  to the
          extent  permitted  by law, be fully  indemnified  by the Company  with
          respect to any such action or determination.

4.   ELIGIBILITY
     Individuals  eligible  to receive  Options  under the Plan shall be persons
     selected by the Supervisory Board or the Board of Management.

5.   OPTIONS
     Options may be granted under the Plan  commencing as of the Effective  Date
     and from time to time thereafter in such form as the  Supervisory  Board or
     the Board of Management,  as the case may be, may from time to time approve
     pursuant to terms set forth in an Option  agreement.  The Supervisory Board
     or the Board of Management,  as the case may be, may alter or waive, at any
     time,  any term or condition of an Option that is not  mandatory  under the
     Plan.
     (a)  Exercise  Price.  The  purchase  price per share of Stock  purchasable
          under an Option  shall be not less than 100% of the Fair Market  Value
          of the Stock on the date of the grant of the Option  specified  in the
          Option agreement.
     (b)  Option Period. The term of each Option shall be 10 years from the date
          the Option is granted (the "Option Period").
     (c)  Exercisability. In the sole discretion of the Supervisory Board or the
          Board of  Management,  as the case may be,  Options  granted under the
          Plan may be designated as "Performance  Options" or "Ordinary Options"
          and shall become  exercisable (i) in the case of Performance  Options"
          as provided in the terms and  conditions of the  Performance  Options,
          subject to Section 6, and (ii) in the case of  Ordinary  Options  upon
          the third  anniversary of the date of grant,  subject to Section 6 and
          to the terms and  conditions  of the Ordinary  Options.
     (d)  Method of  Exercise.  Options  may be  exercised,  in whole or in part
          (subject to a minimum of 10 Shares of Stock), by giving written notice
          of  exercise  to the  Company  specifying  the  number of Shares to be
          purchased.  Such notice shall be accompanied by the payment in full of
          the  Exercise  Price in  accordance  with any  method set forth in the
          Option agreement.
     (e)  In the event that an Option  expires or is  terminated  without  being
          exercised  in full,  including  in cases of  forfeiture,  such  Shares
          subject to such Option shall  thereafter be again  available for grant
          pursuant to the Plan.

6.   FORFEITURE
     Options shall be subject to  termination  and forfeiture as provided in the
     Option agreement applicable to an Option.  Notwithstanding  anything in the
     Plan to the contrary, the Supervisory


                                       2

<PAGE>

     Board or the Board of  Management,  as the case may be, may  provide in any
     Option  agreement that in the event of termination for cause an employee or
     former employee (including,  without limitation, any conduct prejudicial to
     or  materially  adverse to the  business of the Company or a Division)  the
     Supervisory  Board or the  Board  of  Management,  as the case may be,  may
     cancel any outstanding  Option granted to such employee or former employee,
     in whole or in part, whether or not vested.

     Such  cancellation  shall  be  effective  as of the date  specified  by the
     Supervisory Board or the Board of Management.  The determination of whether
     an employee or former  employee has engaged in a serious  breach of conduct
     shall be determined by the Supervisory  Board or the Board of Management in
     good  faith and in its sole  discretion,  and such  determination  shall be
     binding and conclusive on the employee or former employee.

7.   WITHHOLDING
     The Company  shall have the right to cause to be deducted  from any payment
     to be  made  the  amount  of any  taxes  required  by  law  to be  withheld
     therefrom,  or to require a  Participant  to pay to the Company in cash any
     amount  required  to be withheld  prior to the  issuance or delivery of any
     Shares under the Plan.

8.   NON-TRANSFERABILITY
     No Option shall be assignable or transferable by the Participant  otherwise
     than by will or the laws of descent and distribution,  and Options shall be
     exercisable, during the Participant's lifetime, only by the Participant (or
     by the  Participant's  legal  representatives).  Any  infringement  of this
     principle  will cause the  Options  to become  null and void,  without  the
     Option Holder being entitled to any compensation.

9.   NO RIGHT TO EMPLOYMENT
     Nothing  contained in the Plan or in any Option under the Plan shall confer
     upon any employee any right with respect to the  continuation of employment
     with the Company or Division, or interfere in any way with the right of the
     Company or Division  to  terminate  such  employment  at any time.  Nothing
     contained  in the Plan shall  confer upon any  employee or other person any
     claim or right to any Option or Shares.

10.  GOVERNMENTAL COMPLIANCE
     Each Option under the Plan shall be subject to the  requirement  that if at
     any time the Supervisory Board or the Board of Management,  as the case may
     be, shall determine that the listing,  registration or qualification of any
     Shares issuable or deliverable  thereunder upon any securities  exchange or
     under any  Federal,  state or other law,  or the consent or approval of any
     governmental  regulatory  body,  is  necessary  or desirable as a condition
     thereof,  or in  connection  therewith,  no such Option may be exercised or
     Shares   issued   or   delivered   unless   such   listing,   registration,
     qualification,  consent or  approval  shall have been  effected or obtained
     free of any conditions not acceptable to the Supervisory Board or the Board
     of Management. In the sole discretion of the Supervisory Board or the Board
     of  Management,  as the case may be,  the  provisions  of this  Plan may be
     supplemented  by provisions  set forth in a Schedule (or  Schedules) to the
     Plan  established  in respect of a country or  jurisdiction,  to the extent
     that it is necessary or desirable in order to comply with local law in such
     jurisdiction  or in order to  obtain  favorable  tax,  accounting  or other
     treatment in such jurisdiction.

11.  ADJUSTMENTS
     In the event of any change in the outstanding Shares by reason of any stock
     dividend  or  split,  recapitalization,  merger,  consolidation,  spin-off,
     combination  or  exchange  of  shares  or other


                                       3

<PAGE>


     corporate  change,  or any  distribution  to holders  of Shares  other than
     regular cash dividends,  the number or kind of Shares available for Options
     under the Plan may be  adjusted  by the  Supervisory  Board or the Board of
     Management as it shall in its sole discretion deem equitable and the number
     and kind of Shares  subject to any  outstanding  Options  granted under the
     Plan and the  purchase  price  thereof may be  adjusted by the  Supervisory
     Board or the Board of  Management as it shall in its sole  discretion  deem
     equitable to preserve the value of such Options.

12.  AMENDMENT
     The Supervisory  Board or the Board of Management,  as the case may be, may
     amend,  modify,  suspend  or  terminate  the  Plan or any  portion  thereof
     (including  Schedules) at any time,  provided  that,  except as provided in
     Section  11, no  amendment  shall be made which would  reduce the  exercise
     price specified in the Plan.

13.  GENERAL PROVISIONS
     (a)  Except as otherwise  provided by the Supervisory Board or the Board of
          Management in the applicable  Option  agreement,  a Participant  shall
          have no rights as a shareholder  with respect to any Shares subject to
          Options until such Shares have been  transferred  appropriately to the
          Participant  and,  subject to Section 11, no adjustment  shall be made
          for dividends or distributions or other rights in respect of any Share
          for which the  record  date is prior to the date on which  Participant
          shall become the holder of record thereof.
     (b)  The  Plan  and all  agreements  hereunder  shall  be  governed  by and
          construed in accordance with the laws of The  Netherlands,  subject to
          the terms of the applicable  Option  agreement,  without regard to the
          principles of conflict of laws.
     (c)  Where the context  requires,  words in either gender shall include the
          other gender.
     (d)  The value of Options (or Shares  purchased  upon  exercise of Options)
          under the Plan shall not be considered as  compensation in determining
          a  Participant's  benefits  under any benefit plan of the Company or a
          Division,  including,  but  not  limited  to,  group  life  insurance,
          long-term disability, family survivors, or any retirement,  pension or
          savings plan.
     (e)  Any schedules to this Plan, which reflect more specific terms relating
          to Performance Options or Ordinary Options, shall be considered a part
          of this Plan and are hereby incorporated into this Plan by reference.

14.  TERM OF PLAN
     Subject to earlier termination  pursuant to Section 12, the Plan shall have
     a term of 10 years from the Effective Date.

15.  EFFECTIVE DATE
     The Plan shall be effective as of 17 February 2000 (the "Effective Date").


                                        4

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.2
<SEQUENCE>4
<FILENAME>ex_4-2.txt
<DESCRIPTION>STOCK OPTION PLAN 2001
<TEXT>
                                                                    Exhibit 4.2


           ROYAL PHILIPS ELECTRONICS CORPORATE STOCK OPTION PLAN 2001

1.   PURPOSE

     The purpose of the Royal Philips  Electronics  Corporate  Stock Option Plan
     2001  (the  "Plan")  is to  enhance  the  ability  of  Koninklijke  Philips
     Electronics  N.V.  (for use in English:  Royal  Philips  Electronics)  (the
     "Company"), and any participating division,  subsidiary or affiliate of the
     Company  selected by the Board of  Management  (a  "Division")  to attract,
     motivate and retain members of the Company's  Group  Management  Committee,
     Philips Executives,  certain excellently performing top and high potentials
     and  key-employees  world-wide  and to  provide  (new)  employees  with  an
     interest in the Company parallel to that of the Company's shareholders.

2.   DEFINITIONS

     (a)  "Board  of  Management"  shall  mean the  Board of  Management  of the
          Company  which shall  administer  the Plan and  perform the  functions
          specified in Section 3 hereof.

     (b)  "Fair Market  Value" per share as of a particular  date shall mean the
          price of a Share with  dividend in Euro, if any, at the closing of the
          Official Segment of Euronext  Amsterdam N.V.'s stock market ("Euronext
          Amsterdam"),  reported  on  the  relevant  date  as  published  in the
          Official Price List of Euronext  Amsterdam.  The Supervisory  Board or
          the Board of  Management,  as the case may be, may  determine the Fair
          Market Value in US Dollars,  using the rate of Euro/US Dollar exchange
          on Euronext  Amsterdam at the close of business on the relevant  date.
          In the event that the Shares are not traded on Euronext  Amsterdam  on
          the relevant  date,  the Fair Market Value shall be  determined by the
          Supervisory Board in its reasonable discretion.

     (c)  "Option" shall mean a non-statutory option to purchase stock.

     (d)  "Option  Period"  shall have the meaning set forth in Section  5(b) of
          the Plan.

     (e)  "Participant"  shall mean a person selected to participate in the Plan
          in accordance with Section 4.

     (f)  "Shares" shall mean the common shares of the Company.

     (g)  "Supervisory  Board" shall mean the  Supervisory  Board of the Company
          which shall administer the Plan and perform the functions specified in
          Section 3 hereof.

3.   ADMINISTRATION

     The Plan shall be  administered  by the  Supervisory  Board or the Board of
     Management,  as the case may be, or such other person or persons designated
     by the  Supervisory  Board  or the  Board  of  Management,  subject  to the
     provisions below.

     (a)  The Supervisory Board or the Board of Management,  as the case may be,
          shall (i) approve the selection of  Participants,  (ii)  determine the
          number of Shares  subject to Options,  up to an  aggregate  number not
          exceeding the number of Shares approved for the Plan from time to time
          by the Company's Board of Management, Supervisory Board and meeting of
          its priority shareholders, and not previously issued or delivered upon
          the exercise of Options or subject to unexercised outstanding Options,
          (iii)  determine  the  terms  and  conditions  of any  Option  granted
          hereunder  (including,   but  not  limited  to,  any


                                       1

<PAGE>


          restriction  and  forfeiture  conditions on such Option) and (iv) have
          the authority to interpret the Plan, to establish,  amend, and rescind
          any rules and regulations relating to the Plan, to determine the terms
          and provisions of any agreements  entered into hereunder,  and to make
          all other determinations necessary or advisable for the administration
          of the Plan;  provided,  however,  that the Supervisory Board shall be
          solely  responsible for the selection of Participants  who are members
          of  the  Company's  Board  of  Management  or  the  Group   Management
          Committee,  and the number of, and terms and conditions applicable to,
          Options granted to such members under the Plan. The Supervisory  Board
          or the  Board  of  Management,  as the case may be,  may  correct  any
          defect, supply any omission or reconcile any inconsistency in the Plan
          or in any  Option  in the  manner  and to the  extent  it  shall  deem
          desirable.

     (b)  Any action of the  Supervisory  Board,  the Board of Management or its
          designee  shall be  final,  conclusive  and  binding  on all  persons,
          including the Company, Division and its shareholders, Participants and
          persons claiming rights from or through a Participant.

     (c)  The Supervisory Board or the Board of Management,  as the case may be,
          may  delegate to officers or  employees of the Company or Division and
          to  service  providers,  the  authority,  subject to such terms as the
          Supervisory  Board  or the  Board of  Management,  as the case may be,
          shall determine,  to perform administrative  functions with respect to
          the Plan and Option agreements.

     (d)  Members of the  Supervisory  Board,  the Board of  Management  and any
          officer or employee of the Company or Division acting at the direction
          of, or on behalf of, the Supervisory  Board or the Board of Management
          shall not be personally  liable for any action or determination  taken
          or made in good faith  with  respect  to the Plan,  and shall,  to the
          extent  permitted  by law, be fully  indemnified  by the Company  with
          respect to any such action or determination.

4.   ELIGIBILITY

     Individuals  eligible  to receive  Options  under the Plan shall be persons
     selected by the Supervisory Board or the Board of Management.

5.   OPTIONS

     Options may be granted under the Plan  commencing as of the Effective  Date
     and from time to time thereafter in such form as the  Supervisory  Board or
     the Board of Management,  as the case may be, may from time to time approve
     pursuant to terms set forth in an Option  agreement.  The Supervisory Board
     or the Board of Management,  as the case may be, may alter or waive, at any
     time,  any term or condition of an Option that is not  mandatory  under the
     Plan.

     (a)  Exercise  Price.  The  purchase  price per share of Stock  purchasable
          under an Option  shall be not less than 100% of the Fair Market  Value
          of the Stock on the date of the grant of the Option  specified  in the
          Option agreement.

     (b)  Option Period. The term of each Option shall be 10 years from the date
          the Option is granted (the "Option Period").

     (c)  Exercisability. In the sole discretion of the Supervisory Board or the
          Board of  Management,  as the case may be,  Options  granted under the
          Plan may be designated as "Performance  Options" or "Ordinary Options"
          and shall become  exercisable  as provided


                                       2

<PAGE>


          in the terms  and  conditions  of the  Performance  Options  or of the
          Ordinary Options, respectively subject to Section 6.

     (d)  Method of  Exercise.  Options  may be  exercised,  in whole or in part
          (subject to a minimum of 10 Shares of Stock), by giving written notice
          of  exercise  to the  Company  specifying  the  number of Shares to be
          purchased.  Such notice shall be accompanied by the payment in full of
          the  Exercise  Price in  accordance  with any  method set forth in the
          Option agreement.

     (e)  In the event that an Option  expires or is  terminated  without  being
          exercised  in full,  including  in cases of  forfeiture,  such  Shares
          subject to such Option shall  thereafter be again  available for grant
          pursuant to the Plan.

6.   FORFEITURE

     Options shall be subject to  termination  and forfeiture as provided in the
     Option agreement applicable to an Option.  Notwithstanding  anything in the
     Plan to the contrary, the Supervisory Board or the Board of Management,  as
     the case may be, may provide in any Option  agreement  that in the event of
     termination for cause of an employee or former employee (including, without
     limitation,  any  conduct  prejudicial  to or  materially  adverse  to  the
     business of the Company or a Division) the  Supervisory  Board or the Board
     of  Management,  as the case may be,  may  cancel  any  outstanding  Option
     granted to such employee or former employee,  in whole or in part,  whether
     or not vested.

     Such  cancellation  shall  be  effective  as of the date  specified  by the
     Supervisory Board or the Board of Management.  The determination of whether
     an employee or former  employee has engaged in a serious  breach of conduct
     shall be determined by the Supervisory  Board or the Board of Management in
     good  faith and in its sole  discretion,  and such  determination  shall be
     binding and conclusive on the employee or former employee.

7.   WITHHOLDING

     The Company  shall have the right to cause to be deducted  from any payment
     to be  made  the  amount  of any  taxes  required  by  law  to be  withheld
     therefrom,  or to require a  Participant  to pay to the Company in cash any
     amount  required  to be withheld  prior to the  issuance or delivery of any
     Shares under the Plan.

8.   NON-TRANSFERABILITY

     No Option shall be assignable or transferable by the Participant  otherwise
     than by will or the laws of descent and distribution,  and Options shall be
     exercisable, during the Participant's lifetime, only by the Participant (or
     by the  Participant's  legal  representatives).  Any  infringement  of this
     principle  will cause the  Options  to become  null and void,  without  the
     Option Holder being entitled to any compensation.

9.   NO RIGHT TO EMPLOYMENT

     Nothing  contained in the Plan or in any Option under the Plan shall confer
     upon any employee any right with respect to the  continuation of employment
     with the Company or Division, or interfere in any way with the right of the
     Company or Division  to  terminate  such  employment  at any time.  Nothing
     contained  in the Plan shall  confer upon any  employee or other person any
     claim or right to any Option or Shares.


                                       3



<PAGE>

10.  GOVERNMENTAL COMPLIANCE

     Each Option under the Plan shall be subject to the  requirement  that if at
     any time the Supervisory Board or the Board of Management,  as the case may
     be, shall determine that the listing,  registration or qualification of any
     Shares issuable or deliverable  thereunder upon any securities  exchange or
     under any  Federal,  state or other law,  or the consent or approval of any
     governmental  regulatory  body,  is  necessary  or desirable as a condition
     thereof,  or in  connection  therewith,  no such Option may be exercised or
     Shares   issued   or   delivered   unless   such   listing,   registration,
     qualification,  consent or  approval  shall have been  effected or obtained
     free of any conditions not acceptable to the Supervisory Board or the Board
     of Management.

     In the sole discretion of the Supervisory Board or the Board of Management,
     as the case may be,  the  provisions  of this Plan may be  supplemented  by
     provisions set forth in a Schedule (or  Schedules) to the Plan  established
     in respect of a country or jurisdiction, to the extent that it is necessary
     or desirable in order to comply with local law in such  jurisdiction  or in
     order to  obtain  favorable  tax,  accounting  or other  treatment  in such
     jurisdiction.

11.  ADJUSTMENTS

     In the event of any change in the outstanding Shares by reason of any stock
     dividend  or  split,  recapitalization,  merger,  consolidation,  spin-off,
     combination  or  exchange  of  shares  or other  corporate  change,  or any
     distribution  to holders of Shares other than regular cash  dividends,  the
     number  or kind of  Shares  available  for  Options  under  the Plan may be
     adjusted by the Supervisory Board or the Board of Management as it shall in
     its sole  discretion  deem  equitable  and the  number  and kind of  Shares
     subject to any outstanding  Options granted under the Plan and the purchase
     price  thereof  may be adjusted  by the  Supervisory  Board or the Board of
     Management as it shall in its sole  discretion  deem  equitable to preserve
     the value of such Options.

12.  AMENDMENT

     The Supervisory  Board or the Board of Management,  as the case may be, may
     amend,  modify,  suspend  or  terminate  the  Plan or any  portion  thereof
     (including  Schedules) at any time,  provided  that,  except as provided in
     Section  11, no  amendment  shall be made which would  reduce the  exercise
     price specified in the Plan.

13.  GENERAL PROVISIONS

     (a)  Except as otherwise  provided by the Supervisory Board or the Board of
          Management in the applicable  Option  agreement,  a Participant  shall
          have no rights as a shareholder  with respect to any Shares subject to
          Options until such Shares have been  transferred  appropriately to the
          Participant  and,  subject to Section 11, no adjustment  shall be made
          for dividends or distributions or other rights in respect of any Share
          for which the  record  date is prior to the date on which  Participant
          shall become the holder of record thereof.

     (b)  The  Plan  and all  agreements  hereunder  shall  be  governed  by and
          construed in accordance with the laws of The  Netherlands,  subject to
          the terms of the applicable  Option  agreement,  without regard to the
          principles of conflict of laws.

     (c)  Where the context  requires,  words in either gender shall include the
          other gender.


                                       4

<PAGE>


     (d)  The value of Options (or Shares  purchased  upon  exercise of Options)
          under the Plan shall not be considered as  compensation in determining
          a  Participant's  benefits  under any benefit plan of the Company or a
          Division,  including,  but  not  limited  to,  group  life  insurance,
          long-term disability, family survivors, or any retirement,  pension or
          savings plan.

     (e)  Any schedules to this Plan, which reflect more specific terms relating
          to Performance Options or Ordinary Options, shall be considered a part
          of this Plan and are hereby incorporated into this Plan by reference.

14.  TERM OF PLAN

     Subject to earlier termination  pursuant to Section 12, the Plan shall have
     a term of 10 years from the Effective Date.

15.  EFFECTIVE DATE

     The Plan shall be effective as of 8 February 2001 (the "Effective Date").


                                       5


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>5
<FILENAME>ex_23-1.txt
<DESCRIPTION>CONSENT OF KPMG
<TEXT>
                                                                   Exhibit 23.1


                       CONSENT OF THE INDEPENDENT AUDITORS

To the  Supervisory  Board  and  Board  of  Management  of  Koninklijke  Philips
Electronics N.V.

We consent to the incorporation by reference in this  registration  statement on
Form S-8 of our report  dated  February 6, 2001,  relating  to the  consolidated
balance sheets of Koninklijke  Philips  Electronics  N.V. and subsidiaries as of
December 31, 2000 and 1999,  and the  consolidated  statements  of income,  cash
flows and  stockholders'  equity for each of the years in the three-year  period
ended December 31, 2000, included in the December 31, 2000 annual report on Form
20-F of Koninklijke  Philips  Electronics  N.V. Our report refers to a change in
the Company's  method of accounting for  derivative  financial  instruments  and
hedging activities.


/s/ KPMG Accountants N.V.

Eindhoven, The Netherlands
December 6, 2001.

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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