<DOCUMENT>
<TYPE>EX-4.3
<SEQUENCE>3
<FILENAME>y09496exv4w3.txt
<DESCRIPTION>EX-4.3: GLOBAL PHILIPS RESTRICTED SHARE RIGHTS PROGRAM 2005
<TEXT>
<PAGE>
                                                                     Exhibit 4.3





               GLOBAL PHILIPS RESTRICTED SHARE RIGHTS PROGRAM 2005





                                     4.3-1
<PAGE>
                              TERMS AND CONDITIONS
                                       OF
              GLOBAL PHILIPS RESTRICTED SHARE RIGHTS PROGRAM 2005

                                   ARTICLE 1
                                  DEFINITIONS

      In this Global Philips Restricted Share Program 2005 the following
definitions shall apply:

<TABLE>
<S>                    <C>  <C>
                       :    a custody account maintained in the name of a
1.Custody Account           Participant other than a Nominee Account.

                       :    the date at which a Restricted Share Right is granted
2.Date of Grant             pursuant to this Program. The of Grant Dates of
                            Grant of any Restricted Share Rights shall be the
                            same dates as the dates of publication of the
                            Philips' annual and/or quarterly results over the
                            financial year 2005. The relevant Date of Grant and
                            categorization of any Restricted Share Right with
                            respect to any grant hereunder shall be determined
                            by Philips.

                       :    depending on whether a Restricted Share Right is
3.Delivery Date             categorized as a "1 Year Term Delivery Date
                            Restricted Share Right", "2 Year Term Restricted
                            Share Right" or "3 Year Term Restricted Share
                            Right", the Delivery Date shall be the first, second
                            or third anniversary of the Date of Grant of such
                            Restricted Share Right.

                       :    any company within the Philips group of companies
4. Employing Company        and such other company as Philips may from time to
                            time designate or approve.

                       :    a custody account maintained in the name of a
5. Nominee Account          Participant established by an administrator
                            designated by Philips.

                       :    the date which is three years after the applicable
6. Premium Date             Delivery Date.

                       :    any Shares (to be) delivered to a Participant
7. Premium Shares           pursuant to Article 7 hereof.

                       :    the period commencing on the Delivery Date
8. Retainment Period        applicable to a particular Restricted Share Right
                            and ending on the Premium Date applicable to such
                            Restricted Share Right.

                       :    an individual who has accepted any Restricted Share
9. Participant              Rights under this Program.

                       :    Koninklijke Philips Electronics N.V.
10. Philips

                       :    this Global Philips Restricted Share Program 2005.
11. Program

                       :    the conditional right granted to a Participant to
12. Restricted Share        receive one Share, subject to the terms and
Right                       conditions of this Program. Restricted Share Rights
                            will be categorized as "1 Year Term Restricted Share
                            Rights", "2 Year Term Restricted Share Rights" or "3
                            Year Term Restricted Share Rights", as applicable.

                       :    a common share of Philips (to be) delivered under
13. Share                   this Program.
</TABLE>


                                     4.3-2
<PAGE>
                                   ARTICLE 2

                        GRANT OF RESTRICTED SHARE RIGHTS

      Any Restricted Share Rights may be granted to an eligible individual,
subject to the (acceptance by such individual of the) terms and conditions of
this Program and any other Philips' policies or guidelines that may apply to
such individual. Any Restricted Share Rights offered to any such individual and
the terms and conditions governing such rights shall be deemed accepted by such
individual with effect from the applicable Date of Grant in case Philips has not
received, in accordance with a procedure established by Philips, a notice of
rejection of such rights within fourteen (14) days of the notice of grant of
such rights or such later date as may be determined by Philips.

                                   ARTICLE 3

                           TERMINATION OF EMPLOYMENT

      1.    Except as otherwise provided in Article 3.2 and 3.3 hereof, in case
a Participant is no longer employed by any Employing Company as a result of the
termination of such Participant's employment with an Employing Company for any
reason whatsoever prior to the applicable Delivery Date, such Participant's
Restricted Share Rights shall be forfeited effective as of the date of
termination of such Participant's employment with the Employing Company without
the Participant being entitled to any compensation or any obligation on the part
of Philips or any of its subsidiaries unless Philips determines, in its sole
discretion, otherwise in writing. Any such determination shall be final,
conclusive and binding and may be subject to such conditions as Philips may
determine appropriate.

      2.    In case a Participant is no longer employed by any Employing Company
as a result of the termination of such Participant's employment with an
Employing Company for reasons of (i) death, (ii) disablement, (iii) legal
incapacity, (iv) retirement or (v) the expiration of a temporary contract of
employment, provided such temporary contract of employment has not been extended
one or more times such Participant or, in case of death or legal incapacity of
the Participant, the estate of the Participant or his or her legal
representative(s), as the case may be, shall remain entitled to any Restricted
Share Rights granted to such Participant prior to the date of such termination
subject to the terms and conditions of this Program. For the purpose of this
Program, a Participant's employment shall be deemed terminated as a result of
"retirement" if such Participant's employment is terminated and such Participant
satisfies at the date of such termination the eligibility requirements to
receive an immediate (early) retirement benefit under an (early) retirement plan
of an Employing Company under which such Participant was covered, provided (i)
payment of such (early) retirement benefit commences immediately following such
termination, and provided further (ii) that if such Participant is covered by an
US retirement plan, such Participant must have at least five years of service
with an US Employing Company and have attained the age of fifty-five (55) years.

      3.    In case the employment of a Participant with any Employing Company
is terminated as a result of the sale or other divestment of a business,
subsidiary, division or other business unit of Philips or any part thereof
("Divested Business") and the Participant remains employed by the Divested
Business upon such transfer, such Participant shall remain entitled to any
Restricted Share Rights granted to such Participant prior to the date of the
termination of such employment subject to the terms and conditions of this
Program.

      In case of termination of employment of a Participant with any Employing
Company as a result of such sale or other divestment, the Participant shall no
longer be eligible to receive any Premium Shares.


                                     4.3-3
<PAGE>
      Upon termination of the employment of the Participant with the Divested
Business, the terms of Article 3.1 and 3.2 shall apply mutatis mutandis, it
being expressly understood that in case such Participant becomes re-employed by
any Employing Company immediately upon such termination, such Participant shall
remain entitled to any Restricted Share Rights held by such Participant at such
time subject to the terms and conditions of this Program.

                                   ARTICLE 4

                              NON-TRANSFERABILITY

      The Restricted Share Rights are strictly personal and may not be assigned,
transferred (except that, in case of death of the Participant any Restricted
Share Rights granted to such Participant at the date of his death shall pass to
his heirs or legatees), pledged, hypothecated, or otherwise encumbered or
disposed of in any manner. The Participant may not engage in any transactions on
any exchange on the basis of any Restricted Shares Rights. Any violation of the
terms of this Article 4 will cause the Restricted Share Rights to become
immediately null and void without further notice and without the Participant
being entitled to any compensation.

                                   ARTICLE 5

                         DELIVERY AND HOLDING OF SHARES

      1.    Philips may require a Participant to maintain a Nominee Account in
connection with this Program. Nothing contained in this Program shall obligate
Philips to establish or maintain or cause to establish or maintain a Nominee
Account for any Participant.

      2.    Subject to the terms and conditions of this Program, Philips will
deliver a Share pursuant to a Restricted Share Right to a Participant on or as
soon as reasonably practicable after the relevant Delivery Date. In no event
shall Philips have any obligation to deliver any Shares to a Participant prior
to the relevant Delivery Date.

      3.    Any Shares to be delivered pursuant to Article 5.2 will be credited
to the Nominee Account except if a Participant (i) requests Philips to credit
such Shares to a Custody Account or (ii) does not maintain a Nominee Account at
the date of delivery of such Shares. In case (i) or (ii) as described in the
foregoing sentence applies, the Participant shall be responsible to notify
Philips in accordance with a procedure (including the period for notification)
established by Philips on the details relating to such Custody Account. In case
Philips determines in its sole discretion that the Participant has failed to
notify Philips in accordance with such procedure, then the Participant shall be
deemed to have authorized Philips to sell as many Shares as required to ensure
that any withholding Taxes obligations and other costs related to such Shares
and such transaction are settled.

      4.    Except as may be otherwise approved in writing by Philips in its
sole discretion, in case a Participant is no longer employed by any Employing
Company for any reason whatsoever, the Participant (or his or her legal
representatives) shall withdraw all Shares credited to the Participant's Nominee
Account within two (2) months of the date of such termination. In case the
Participant (or his or her legal representatives, as the case may be) fails to
comply with the foregoing obligation, then the Participant (or his or her legal
representatives) shall be deemed to have requested Philips to sell or cause to
sell such Shares.

      5.    Each Participant shall comply with any applicable "insider trading"
laws and regulations and the Philips' Rules of Conduct with respect to Inside
Information.


                                     4.3-4
<PAGE>
                                    ARTICLE 6

                                CAPITAL DILUTION

      Philips may make equitable adjustment or substitution of the number or
kind of Shares subject to the Restricted Shares Rights, as it, in its sole
discretion, deems equitable to reflect any significant corporate event of or by
Philips, for example a 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.

                                   ARTICLE 7

                                 PREMIUM SHARES

      At a Premium Date, Philips will deliver a number of Premium Shares, which
is equal to 20 % (twenty percent) of the number of Shares acquired by a
Participant pursuant to the Restricted Share Rights, which are held by the
Participant at, and are subject to, such Premium Date. The foregoing obligation
shall be subject further to the requirements that: (i) the Participant is still
employed by an Employing Company at the relevant Premium Date and (ii) such
Shares have been deposited on the Participant's Nominee Account during the
entire Retainment Period in order to enable Philips to monitor whether
Participant has retained the Shares during such period. Philips will not be
required pursuant to the foregoing to deliver a fraction for a Premium Share but
instead the number of Premium Shares shall be rounded upward to the next whole
Share.

                                   ARTICLE 8

                                COSTS AND TAXES

      1.    All costs of delivering any Shares, including, but not limited to,
any Premium Shares, under this Program to a Participant's Nominee Account shall
be borne by Philips. All costs of delivering any Shares, including, but not
limited to, any Premium Shares, under this Program to a Participant's Custody
Account and any other costs connected with the Shares shall be borne by the
Participant.

      2.    Any and all taxes, duties, levies, charges or social security
contributions ("Taxes") which arise under any applicable national, state, local
or supra-national laws, rules or regulations, whether already effective on the
Date of Grant of any Restricted Shares Rights or becoming effective thereafter,
and any changes or modifications therein and termination thereof which may
result for the Participant in connection with this Program (including, but not
limited to, the grant of the Restricted Shares Rights, the ownership of the
Restricted Shares Rights and/or the delivery of any Shares under this Program,
the ownership and/or the sale of any Shares acquired under this Program) shall
be for the sole risk and account of the Participant.

      3.    Philips and any other Employing Company shall have the right to
deduct or withhold (or cause to be deducted or withheld) from any salary payment
or other sums due by Philips or any other Employing Company to Participant, or
requiring the Participant or beneficiary of the Participant, to pay to Philips
an amount necessary to settle any Taxes determined by Philips necessary to be
withheld in connection with this Program (including, but not limited to, the
grant of the Restricted Shares Rights or the delivery of any Shares (including,
but not limited to, Premium Shares) under this Program).

      4.    Philips shall not be required to deliver any Shares and Philips may
delay (or cause to be delayed) the transfer of any Shares from a Nominee Account
to a Custody Account until Philips has received an amount, or the Participant
has made such arrangements required by Philips necessary


                                     4.3-5
<PAGE>
to satisfy any withholding of any Taxes and any costs to be borne by the
Participant in connection with this Program as determined by Philips.

                                    ARTICLE 9

                           DIVIDEND PAYMENT ON SHARES

      Philips is entitled, in its sole discretion, to determine the manner in
which dividend on any Shares acquired by a Participant pursuant to this Program
and deposited on the Nominee Account at the applicable record date, is paid to
such Participant including, but not limited to, the payment of dividend by means
of a dividend reinvestment plan pursuant to which the dividend will be
reinvested in the purchase of Shares.

                                   ARTICLE 10

                               GENERAL PROVISIONS

      1.    Philips shall have the authority to interpret this Program, to
establish, amend, and rescind any rules and regulations relating to this
Program, to determine the terms and conditions of any agreements entered into
hereunder, and to make all other determinations necessary or advisable for the
administration of this Program. Philips shall further have the authority to
waive, in its sole discretion, the requirement pursuant to Article 7 that the
Shares have been and are deposited on the Nominee Account during the entire
Retainment Period. Such waiver may be subject to such conditions as Philips may
establish in its sole discretion. Philips may delegate the authority to practice
administrative and operational functions with respect to the Program to officers
or employees of subsidiaries of Philips and to service providers.

      2.    No Participant shall have any rights or privileges of shareholders
(including the right to receive dividends and to vote) with respect to Shares to
be delivered pursuant to Restricted Share Rights until such Shares are actually
delivered to such Participant in accordance with Article 5 of this Program. The
Shares delivered shall carry the same rights as common shares of Philips traded
on Euronext Amsterdam, or the New York Stock Exchange, as applicable, on the day
on which these Shares are delivered.

      3.    The (value of) Restricted Share Rights granted to, or Shares
acquired by, a Participant pursuant to such Restricted Share Right under this
Program shall not be considered as compensation in determining a Participant's
benefits under any benefit plan of an Employing Company, including but not
limited to, group life insurance, long-term disability, family survivors, or any
retirement, pension or savings plan.

      4.    Nothing contained in this Program or in any grant made or Agreement
entered into pursuant hereto shall confer upon any Participant any right to be
retained in employment with any Employing Company, or to be entitled to any
remuneration or benefits not set forth in this Program or interfere with or
limit in any way with the right of any Employing Company to terminate such
Participant's employment or to discharge or retire a Participant at any time.

      5.    If a provision of this Program is deemed illegal or invalid, the
illegality or invalidity shall not affect the remaining parts of this Program,
this Program shall be construed as if the illegal or invalid provisions had not
been included in this Program.

      6.    Where the context requires, words in either gender shall include
also the other gender.

      7.    This Program shall be governed by and construed in accordance with
the laws of The Netherlands, without regard to its principles of conflict of
laws.


                                   - - - - -



                                     4.3-6
<PAGE>







                                     4.3-7
</TEXT>
</DOCUMENT>
