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<SEC-DOCUMENT>0000891836-07-000074.txt : 20070220
<SEC-HEADER>0000891836-07-000074.hdr.sgml : 20070219
<ACCEPTANCE-DATETIME>20070220140929
ACCESSION NUMBER:		0000891836-07-000074
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		4
FILED AS OF DATE:		20070220
DATE AS OF CHANGE:		20070220
EFFECTIVENESS DATE:		20070220

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]
		IRS NUMBER:				000000000
		STATE OF INCORPORATION:			P7
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-8
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-140784
		FILM NUMBER:		07634934

	BUSINESS ADDRESS:	
		STREET 1:		BREITNER CENTER
		STREET 2:		AMSTELPLEIN 2
		CITY:			AMSTERDAM
		STATE:			P7
		ZIP:			1096 BC
		BUSINESS PHONE:		31 20 59 77777

	MAIL ADDRESS:	
		STREET 1:		BREITNER CENTER
		STREET 2:		AMSTELPLEIN 2
		CITY:			AMSTERDAM
		STATE:			P7
		ZIP:			1096 BC

	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>sc0026.txt
<DESCRIPTION>REGISTRATION STATEMENT
<TEXT>
                                                      REGISTRATION NO. 333-_____
================================================================================
                                  UNITED STATES
                       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)

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

           ROYAL PHILIPS ELECTRONICS NONQUALIFIED STOCK PURCHASE PLAN
             ROYAL PHILIPS ELECTRONICS LONG-TERM INCENTIVE PLAN 2006
          (CONSISTING OF GLOBAL PHILIPS STOCK OPTION PROGRAM 2006 AND
              GLOBAL PHILIPS RESTRICTED SHARE RIGHTS PROGRAM 2006)
                            (Full Title of the Plan)

                            WILHEMUS C.M. GROENHUYSEN
           1251 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK 10020-1104
                                 (212) 536-0500
            (Name, Address and Telephone Number of Agent for Service)

                    Please Send Copies of Communications to:
                               ANDREW D. SOUSSLOFF
                             SULLIVAN & CROMWELL LLP
                 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     11,000,000          $39.16           $430,760,000      $13,224.33
Electronics N.V., par value 0.20
Euro per share (1)
===========================================================================================================
</TABLE>


<PAGE>

     (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 Royal Philips
         Electronics Nonqualified Stock Purchase Plan. Pursuant to Rule
         457(h)(2) no fee is payable with respect to the registration of these
         interests.

     (2) 1,000,000 of the shares are registered to be offered or sold pursuant
         to the Royal Philips Electronics Nonqualified Stock Purchase Plan and
         10,000,000 of the shares are registered to be offered or sold pursuant
         to the Royal Philips Electronics Long-Term Incentive Plan 2006.

     (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 February 15, 2007.





<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 0.20 euro 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  Royal  Philips
Electronics  Nonqualified  Stock  Purchase  Plan.  After  giving  effect to this
filing,  an aggregate of 8,609,460 shares of the registrant's  common stock have
been  registered  for  issuance  pursuant  to  the  Royal  Philips   Electronics
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 subsequent  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:

         (a) Our Annual  Report on Form 20-F for the fiscal year ended  December
31, 2006 (File No. 001-05146-01) filed with the Commission on February 20, 2007;

         (b) The  Annual  Report on Form 11-K of the Royal  Philips  Electronics
Nonqualified  Stock  Purchase  Plan  (File  No.  001-05146-01)  filed  with  the
Commission on October 30, 2006; and

         (c) The description of our common shares, par value 0.20 euro per share
is contained  in the  registration  statement on Form S-8 (File No.  333-125280)
filed with the  Commission on May 26, 2005.  Such  description is hereby amended
and supplemented in the following respects: (i) changing the previously reported
authorized  capital of  1,300,000,000  euros to  1,000,000,000  euros,  which is
comprised  of  2,500,000,000  common  shares  of  0.20  euro  and  2,500,000,000
preference shares of 0.20 euro, (ii) noting that Stichting  Preferente  Aandelen
Philips (the  "Foundation") has the right to acquire  "preference  shares in our
capital",  rather  than  "protective  preference  shares",  (iii)  updating  the
composition of the self-electing board of the Foundation to include Messrs. D.D.
de Bree, F.Y.G.M Cremers,  M.W. den Boogert, W. de Kleuver and G.J. Kleisterlee,
(iv) indicating that both Messrs. de Kleuver and Kleisterlee are not entitled to
vote,  (v) indicating  that the board of the Foundation is independent  from the
Company as required by the Listing  Requirements  of Euronext  Amsterdam  N.V.'s
stock market, rather than the Amsterdam Exchange, (vi) updating the reference to
September 30, 2006 to September  30, 2007 under the heading  "Issuance of Shares
and Preemptive Rights" and (vii) updating the reference to September 30, 2006 to
April 28, 2008 under the Heading "Repurchase of Common Shares."

         In addition, to the extent designated therein,  certain reports on Form
6-K and 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  shall  be  deemed  to  be
incorporated  by reference  into this  registration  statement and to be part of
this registration statement from the date of filing of such reports.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable.

<PAGE>

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 provide that,
unless the law requires otherwise, the members of the board of management and of
the  supervisory  board shall be  reimbursed by Royal  Philips  Electronics  for
various costs and expenses,  including the reasonable  costs of defending claims
and of appearing in legal  proceedings and any damages which they are ordered to
pay in  respect  of an act or  failure  to  act  in the  exercise  of  functions
performed  at the  request  of the  Royal  Philips  Electronics.  Under  certain
circumstances,  described in the articles of association, such as if it has been
established in a final judgment by a Dutch court or by an arbitrator that an act
or  failure  to act by a member of the board of  management  or the  supervisory
board  can  be  characterized  as  intentional  (`opzettelijk'),   intentionally
reckless (`bewust  roekeloos') or seriously culpable (`ernstig  verwijtbaar') or
if the costs and expenses are reimbursed by insurers under an insurance  policy,
there will be no entitlement to this reimbursement.

         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   Nonqualified  Stock  Purchase  Plan
               (incorporated herein by reference to Exhibit 4.1 to Royal Philips
               Electronics'   registration   statement   on   Form   S-8   (File
               No. 333-39204), filed with the commission on June 13, 2000)

4.2            Global  Philips Stock Option  Program 2006 (part of Royal Philips
               Electronics Long-Term Incentive Plan 2006)

4.3            Global  Philips  Restricted  Share  Rights  Program 2006 (part of
               Royal Philips Electronics Long-Term Incentive Plan 2006)

23.1           Consent of the Independent Registered Public Accounting Firm

24             Power of attorney (included on signature page).


ITEM 9.       UNDERTAKINGS

         (a) The undersigned registrant hereby undertakes:


<PAGE>

              (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
material  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,  (the  "Act")  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 Act, each filing of the registrant's  annual
report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to 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.

         (c) Insofar as  indemnification  for liabilities  arising under the Act
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 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 February 15, 2007.

                           KONINKLIJKE PHILIPS ELECTRONICS N.V.


                           By:   /s/ Eric Coutinho
                                 ----------------------------
                           Name: Eric Coutinho
                           Title: General Secretary

         KNOW ALL MEN BY THESE  PRESENTS that each  individual  whose  signature
appears below constitutes and appoints Wilhemus C.M. Groenhuysen as 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 February 15, 2007.

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

/s/ G. J. Kleisterlee               President/CEO, Chairman of the Board of
- ------------------------------      Management
G. J. Kleisterlee
                                    Vice-Chairman of the Board of Management
/s/ P.J. Sivignon                   and Chief Financial Officer
- ------------------------------
P.J. Sivignon

/s/ G. H. Dutine                    Executive Vice-President, Member of the
- ------------------------------      Board of Management
G. H. Dutine
                                    Executive Vice-President, Member of the
/s/ A. Ragnetti                     Board of Management
- ------------------------------
A. Ragnetti

                                      II-1

<PAGE>

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

                                    Executive Vice-President, Member of the
/s/ R.S. Provoost                   Board of Management
- ------------------------------
R.S. Provoost
                                    Executive Vice-President, Member of the
/s/ T.W.H. van Deursen              Board of Management
- ------------------------------
T.W.H. van Deursen

/s/ W. de Kleuver                   Chairman of the Supervisory Board
- ------------------------------
W. de Kleuver

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

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

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

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

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

/s/ C.J.A. van Lede                 Member of the Supervisory Board
- ------------------------------
C.J.A. van Lede

/s/ E. Kist                         Member of the Supervisory Board
- ------------------------------
E. Kist

/s/ N.L. Wong                       Member of the Supervisory Board
- ------------------------------
N.L. Wong

                                      II-2

<PAGE>

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

/s/ J.J. Schiro                     Member of the Supervisory Board
- ------------------------------
J.J. Schiro

/s/ Wilhemus C.M. Groenhuysen       Duly authorized representative in the
- ------------------------------      United States
Wilhemus C.M. Groenhuysen




                                      II-3

<PAGE>


          SIGNATURE OF THE ROYAL PHILIPS ELECTRONICS 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 February 15, 2007

                                  ROYAL PHILIPS ELECTRONICS
                                  NONQUALIFIED STOCK PURCHASE PLAN


                                  By: /s/ Don Welsko
                                      ------------------------------------------
                                  Name:  Don Welsko
                                  Title: Chairman, Stock Purchase Plan Committee





                                      II-4

<PAGE>

                                INDEX TO EXHIBITS

Exhibit No.    Description
- -----------    -----------

4.1            Royal  Philips  Electronics   Nonqualified  Stock  Purchase  Plan
               (incorporated herein by reference to Exhibit 4.1 to Royal Philips
               Electronics'   registration   statement   on   Form   S-8   (File
               No. 333-39204), filed with the commission on June 13, 2000)

4.2            Global  Philips Stock Option  Program 2006 (part of Royal Philips
               Electronics Long-Term Incentive Plan 2006)

4.3            Global  Philips  Restricted  Share  Rights  Program 2006 (part of
               Royal Philips Electronics Long-Term Incentive Plan 2006)

23.1           Consent of the Independent Registered Public Accounting Firm

24             Power of attorney (included on signature page).
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.2
<SEQUENCE>2
<FILENAME>exh_4-2.txt
<DESCRIPTION>STOCK OPTION PROGRAM
<TEXT>
- --------------------------------------------------------------------------------
CORPORATE HRM/MANAGEMENT CONDITIONS & REMUNERATION
- --------------------------------------------------------------------------------


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

                    GLOBAL PHILIPS STOCK OPTION PROGRAM 2006

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






                    GLOBAL PHILIPS STOCK OPTION PROGRAM 2006










<PAGE>

- --------------------------------------------------------------------------------
CORPORATE HRM/MANAGEMENT CONDITIONS & REMUNERATION
- --------------------------------------------------------------------------------


                              TERMS AND CONDITIONS
                                       OF
                    GLOBAL PHILIPS STOCK OPTION PROGRAM 2006

                                    ARTICLE 1
                                   DEFINITIONS

In this Global Philips Stock Option Program 2006 the following definitions shall
apply:

1.  Closing Price         :   the price of a Share with dividend, if any, at the
                              closing  of  the  Official   Segment  of  Euronext
                              Amsterdam    N.V.'s   stock   market    ("Euronext
                              Amsterdam")  as published  in the  Official  Price
                              List of this stock exchange.

2.  Custody  Account      :   a  custody  account  maintained  in the name of an
                              Option Holder other than a Nominee Account.

3.  Date of Grant         :   the  date at which  the  Options  shall be  deemed
                              granted to the Option  Holder  under the  Program.
                              The Dates of Grant  shall be the same dates as the
                              dates of publication of the Philips' annual and/or
                              quarterly  results over the  financial  year 2006.
                              The  relevant  Date of Grant  with  respect to any
                              grant hereunder shall be determined by Philips.

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

5.  Grant Price           :   the  price  to be paid  by the  Option  Holder  to
                              acquire a Share upon  exercising  an Option.  Such
                              price  will be equal to the  Closing  Price on the
                              applicable Date of Grant.

6.  Nominee Account       :   a  custody  account  maintained  in the name of an
                              Option  Holder  established  by  an  administrator
                              designated by Philips.

- --------------------------------------------------------------------------------
page 2 of 9
<PAGE>

- --------------------------------------------------------------------------------
CORPORATE HRM/MANAGEMENT CONDITIONS & REMUNERATION
- --------------------------------------------------------------------------------

7.  Option                :   a right  granted by Philips  under the  Program to
                              acquire  one  Share   subject  to  the  terms  and
                              conditions hereof.

8.  Option Holder         :   a person holding any Options.

9.  Option Period         :   the  term  for  which  an  Option  is  granted  as
                              specified in Article 3.

10. Philips               :   Koninklijke Philips Electronics N.V.

11. Program               :   this Global Philips Stock Option Program 2006.

12. Share                 :   a common share of Philips.


                                    ARTICLE 2
                             ACQUISITION OF OPTIONS

Options 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 Options
offered  to any such  individual  and the terms and  conditions  governing  such
Options  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 Options within
fourteen  (14) days of the notice of grant of the  Options or such later date as
may be determined by Philips.

                                    ARTICLE 3
                   RESTRICTIONS ON EXERCISE AND OPTION PERIOD

1.    Options shall not be exercisable  before the third anniversary of the Date
      of Grant. Unvested or lapsed Options cannot be exercised.

2.    The Option Period is in principle ten (10) years commencing on the Date of
      Grant,  subject to this  Article  3.2 and  Article  4. Upon  request of an
      Option Holder exercising  Options pursuant to Article 6, the Option Period
      for the  Options  being  exercised  will be limited to the period from the
      Date of Grant up to, and  including,  the date Philips  receives the above
      request in accordance  with a procedure  established by Philips,  provided
      that the Option Period is at least three (3) years.

3.    Options may in principle  only be  exercised  (subject to a minimum of ten
      (10) units) at the last day of the prevailing  Option  Period,  subject to
      this Article 3 and Article 4.

- --------------------------------------------------------------------------------
page 3 of 9
<PAGE>

- --------------------------------------------------------------------------------
CORPORATE HRM/MANAGEMENT CONDITIONS & REMUNERATION
- --------------------------------------------------------------------------------

                                    ARTICLE 4
                            TERMINATION OF EMPLOYMENT

1.    Except as otherwise  provided in Article 4.2, 4.3 and 4.4 hereof,  in case
      an Option  Holder is no longer  employed  by any  Employing  Company  as a
      result of the  termination  of such  Option  Holder's  employment  with an
      Employing  Company for any reason  whatsoever during the applicable Option
      Period,  any  Options  held  by such  Option  Holder  at the  date of such
      termination shall be forfeited  effective as of the date of termination of
      such Option  Holder's  employment  with the Employing  Company without the
      Option Holder 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 an Option Holder is no longer  employed by any  Employing  Company
      during the applicable Option Period as a result of the termination of such
      Option Holder's  employment  with an Employing  Company for reasons of (i)
      disablement,  (ii)  retirement  or (iii)  the  expiration  of a  temporary
      contract of employment, provided such temporary contract of employment has
      not been  extended  one or more  times,  any  Options  held by such Option
      Holder at the date of termination  shall remain  exercisable in accordance
      with Article 3,  provided  that in such case the Option Period will expire
      upon the  earlier of (a) ten (10) years from the Date of Grant or (b) five
      (5)  years  from the date of such  termination.  For the  purpose  of this
      Program,  an Option Holder's  employment  shall be deemed  terminated as a
      result of "retirement"  if such Option  Holder's  employment is terminated
      and such  Option  Holder  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 Option Holder was covered, provided (i) payment of such (early)
      retirement benefit commences immediately  following such termination,  and
      provided  further  (ii) that if such  Option  Holder is  covered  by an US
      retirement  plan,  such  Option  Holder  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 an Option Holder is no longer  employed by any  Employing  Company
      during the applicable Option Period as a result of the termination of such
      Option Holder's  employment  with an Employing  Company for reasons of (i)
      death or (ii) legal  incapacity  of the Option  Holder,  the Options shall
      remain  exercisable during the Option Period in accordance with Article 3,
      provided  that in such case the Option Period will expire upon the earlier
      of (a) ten (10)  years  from the Date of Grant or (b) five (5) years  from
      the date of such  termination.  In the  event  that the  remaining  Option
      Period as from the date of  termination  is less than twelve (12)  months,
      then such Options shall be exercisable  for a period of twelve (12) months
      as of the date of such

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      termination  and the Option Period shall be deemed  extended  accordingly,
      provided that the Options shall only be  exercisable  in the manner as set
      forth in Article 9.

4.    In case the  employment of an Option Holder 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 subsidiary or
      any part  thereof  ("Divested  Business")  and the Option  Holder  remains
      employed by the Divested Business upon such transfer,  any Options held by
      such  Option  Holder  at  the  date  of  such  termination   shall  remain
      exercisable  in accordance  with the terms and conditions of this Program,
      provided  that the Option  Period  will expire upon the earlier of (a) ten
      (10)  years as from  the  Date of Grant or (b) five (5)  years as from the
      date of such termination.

      Upon  termination of the employment of the Option Holder with the Divested
      Business,  the  terms of  Article  4.1,  4.2 and 4.3 shall  apply  mutatis
      mutandis,  it being  expressly  understood that in case such Option Holder
      becomes  re-employed  by  any  Employing  Company  immediately  upon  such
      termination,  any Options held by the Option Holder at such time shall not
      be forfeited,  but shall remain exerciseable for the remainder of the term
      of such Options as determined pursuant to this Article 4.4, subject to the
      terms and conditions of this Program.


                                    ARTICLE 5
                               NON-TRANSFERABILITY

The Options are strictly personal, and may not be assigned,  transferred (except
that,  in case of death of the  Option  Holder  during the  Option  Period,  any
Options  held by the  Option  Holder 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 Option Holder may not engage in any  transactions  on any
exchange on the basis of any Options. Any violation of the terms of this Article
5 will cause the Options to become  immediately  null and void  without  further
notice and without the Option Holder being entitled to any compensation.


                                    ARTICLE 6
                               EXERCISE OF OPTIONS

1.    In order to exercise  Options,  which are  exercisable in accordance  with
      this Program,  the Option Holder must notify Philips in accordance  with a
      procedure determined by Philips. The notice shall state:
      a. the Date of Grant of the Options he wishes to exercise;
      b. if applicable,  the confirmation  that the Option Holder wants to limit
         the Option Period pursuant to Article 3.2;

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      c. the number of Options to be exercised; and
      d. whether Shares to be obtained upon such exercise:
         (i)  be sold, on behalf of the Option Holder as soon as possible.  Upon
              such sale, the aggregate  revenue of the Shares sold upon exercise
              of the Options  less the Grant Price  multiplied  by the number of
              such Options, and further costs, will be paid to the Option Holder
              in accordance with a procedure determined by Philips; or
         (ii) be delivered to the Option  Holder as provided for in the Articles
              6.3, 6.4 and 6.5.
         In case the Option  Holder elects to have the Shares to be delivered to
         him,  his notice  shall be  accompanied  by the  payment in full of the
         Grant Price,  multiplied  by the number of Options so being  exercised.
         Such payment shall be made: (a) in cash, (b) through  simultaneous sale
         through a broker of Shares  acquired on  exercise,  subject to it being
         permitted  under the  applicable  regulations,  (c) through  additional
         methods  prescribed  by  Philips  or (d) by a  combination  of any such
         method.

2.    Philips  may  require an Option  Holder 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 Option Holder.

3.    Subject to the terms and conditions of this Program,  if the Option Holder
      elects the Share to be  delivered  to him upon  exercise  as  provided  in
      Article 6.1.d (ii), Philips will deliver a Share to an Option Holder on or
      as soon as reasonably  practicable  after the exercise of an Option. In no
      event shall Philips have any obligation to deliver any Shares to an Option
      Holder prior to the exercise of any Options.

4.    If the Option Holder elects to have Shares to be delivered to him pursuant
      to Article 6.1.d (ii), such Shares will be credited to the Nominee Account
      except if an Option Holder (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 Option Holder 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 Option Holder has
      failed to notify  Philips  in  accordance  with such  procedure,  then the
      Option Holder shall be deemed to have  requested  Philips to sell or cause
      to sell such Shares.

5.    Except as may be  approved  otherwise  in  writing  by Philips in its sole
      discretion,  in  case  an  Option  Holder  is no  longer  employed  by any
      Employing Company for any reason whatsoever,  the Option Holder (or his or
      her legal  representatives)  shall  withdraw  all Shares  credited  to the
      Option


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      Holder's  Nominee  Account  within  two  (2)  months  of the  date of such
      termination.   In  case  the   Option   Holder   (or  his  or  her   legal
      representatives,  as the case may be) fails to comply  with the  foregoing
      obligation,  then the Option Holder (or his or her legal  representatives)
      shall be deemed to have  requested  Philips  to sell or cause to sell such
      Shares.

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


                                    ARTICLE 7
                                CAPITAL DILUTION

Philips may make equitable  adjustment or substitution of (a) the number or kind
of Shares subject to the Options, and/or (b) the Grant Price, 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.
The effect of the  adjustment  or  substitution  shall be to  preserve  both the
aggregate  difference  and the  aggregate  ratio between the Grant Price and the
fair market value of the Shares to be acquired upon exercise of the Options. The
Option Holder shall be notified promptly of such adjustment or substitution.

                                    ARTICLE 8
                                 COSTS AND TAXES

1.    All costs of delivering any Shares to the Option Holder's  Nominee Account
      upon  exercise  of any  Options  shall be borne by  Philips.  All costs of
      delivering  any Shares  under this Program to an Option  Holder's  Custody
      Account and any other costs  connected  with the Shares  shall be borne by
      the Option Holder.

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 or becoming effective  thereafter,  and any
      changes or modifications  therein and termination thereof which may result
      for the Option Holder in connection with this Program (including,  but not
      limited to, the grant,  the ownership  and/or the exercise of the Options,
      and/or the  delivery,  ownership  and/or  the sale of any Shares  acquired
      under this  Program)  shall be for the sole risk and account of the Option
      Holder.

3.    Philips and its subsidiaries shall have the right to deduct or cause to be
      deducted  from any  salary  payment or other sums due by Philips or any of
      its

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      subsidiaries  to an Option  Holder,  or  requiring  the  Option  Holder or
      beneficiary of the Option Holder, 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 Options or the delivery of any 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 Option
      Holder  has made such  arrangements,  required  by  Philips  necessary  to
      satisfy  any  withholding  of any  Taxes  and any costs to be borne by the
      Option Holder in connection with this Program as determined by Philips.


                                    ARTICLE 9
                                CASH ALTERNATIVE

Upon  receipt of a notice,  as referred to in Article 6.1 hereof to exercise any
Option,  Philips may advise an Option Holder resident outside the Netherlands to
request  in  writing an amount in cash as an  alternative  to Shares.  Upon such
request  the Option  Holder is entitled to receive an amount in Euros or in U.S.
Dollars,  as indicated by the Option  Holder,  equal to the Closing Price on the
date of receipt of such request minus the Grant Price,  multiplied by the number
of Options so being exercised.  Further, any costs to be paid and any applicable
Taxes shall be deducted from the amount to be received by the Option Holder.  If
on the date of receipt of the notice  Shares  have not been  traded on  Euronext
Amsterdam the Closing Price will be that of the first subsequent  trading day on
Euronext  Amsterdam.  The same  method is being  used for  calculating  the cash
amount  to which  heirs  and  legatees  of an  Option  Holder  are  entitled  in
accordance with Article 4.3.


                                   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 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 Option  Holder  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 the exercise of any Options until such
      Shares

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      are actually  delivered to such Option Holder in accordance with Article 6
      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) Options granted to, or Shares acquired by, an Option Holder
      pursuant to such Options  under this Program  shall not be  considered  as
      compensation in determining an Option Holder'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 Option Holder any right
      to be retained employed 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 or any of
      its  subsidiaries  to  terminate  such Option  Holder's  employment  or to
      discharge or retire any Option Holder 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.

                                    o o o o o



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</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.3
<SEQUENCE>3
<FILENAME>exh_4-3.txt
<DESCRIPTION>RESTRICTED SHARE RIGHTS PROGRAM
<TEXT>
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================================================================================

               GLOBAL PHILIPS RESTRICTED SHARE RIGHTS PROGRAM 2006

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






               GLOBAL PHILIPS RESTRICTED SHARE RIGHTS PROGRAM 2006









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                              TERMS AND CONDITIONS
                                       OF
               GLOBAL PHILIPS RESTRICTED SHARE RIGHTS PROGRAM 2006

                                    ARTICLE 1
                                   DEFINITIONS

In this Global Philips  Restricted Share Program 2006 the following  definitions
shall apply:


1.   Custody Account          :   a custody account  maintained in the name of a
                                  Participant other than a Nominee Account.

2.   Date of Grant            :   the date at which a Restricted  Share Right is
                                  granted pursuant to this Program. The 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 2006.  The  relevant
                                  Date  of  Grant  and   categorization  of  any
                                  Restricted  Share  Right  with  respect to any
                                  grant   hereunder   shall  be   determined  by
                                  Philips.

3.   Delivery Date            :   depending on whether a Restricted  Share Right
                                  is  categorized  as a "1 Year Term  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.

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

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

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

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

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

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

10.  Philips                  :   Koninklijke Philips Electronics N.V.

11.  Program                  :   this Global Philips  Restricted  Share Program
                                  2006.

12.  Restricted Share Right   :   the conditional right granted to a Participant
                                  to receive one Share, subject to the terms and
                                  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.

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


                                    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

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       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.

       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.

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                                    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.







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                                    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.

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                                    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.








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                                    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).

- --------------------------------------------------------------------------------
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<PAGE>

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CORPORATE HRM/MANAGEMENT CONDITIONS & REMUNERATION
- --------------------------------------------------------------------------------

4.                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 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.

- --------------------------------------------------------------------------------
page 9 of 12

<PAGE>

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CORPORATE HRM/MANAGEMENT CONDITIONS & REMUNERATION
- --------------------------------------------------------------------------------

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.












- --------------------------------------------------------------------------------
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<PAGE>

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CORPORATE HRM/MANAGEMENT CONDITIONS & REMUNERATION
- --------------------------------------------------------------------------------

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.

                                    o o o o o



- --------------------------------------------------------------------------------
page 11 of 12
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>4
<FILENAME>exh_23-1.txt
<TEXT>
                                                                    Exhibit 23.1



CONSENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


We consent to the incorporation by reference in this registration statement on
Form S-8 of our report dated February 19, 2007 relating to the consolidated
balance sheets of Koninklijke Philips Electronics N.V. and subsidiaries as of
December 31, 2006 and 2005 and the consolidated statements of income,
stockholders' equity and cash flows for each of the years in the three-year
period ended December 31, 2006 and management's assessment of the effectiveness
of internal control over financial reporting as of December 31, 2006 and the
effectiveness of internal control over financial reporting as of December 31,
2006, which report appears in the December 31, 2006 annual report on Form 20-F
of Koninklijke Philips Electronics N.V., filed with the Commission on February
20, 2007.

Our report dated February 19, 2007 refers to the adoption of the provisions of
SFAS No. 158 "Employees' Accounting for Defined Benefit Pension and other
Postretirement Plans" effective December 31, 2006.

Our report dated February 19, 2007 also includes an explanatory paragraph that
states that Koninklijke Philips Electronics N.V. and subsidiaries acquired
Lifeline Systems, Witt Biomedical Corporation, Intermagnetics General
Corporation, Avent, Bodine and PowerSentry (together the "Acquired Companies")
during 2006, and management excluded from its assessment of the effectiveness of
Koninklijke Philips Electronics N.V. and subsidiaries' internal control over
financial reporting as of December 31, 2006, the Acquired Companies internal
control over financial reporting. Our audit of internal control over financial
reporting of Koninklijke Philips Electronics N.V. and subsidiaries also excluded
an evaluation of the internal control over financial reporting of the Acquired
Companies.



Amsterdam, the Netherlands

February 20, 2007.

/s/ KPMG Accountants N.V.
- -------------------------
KPMG Accountants N.V.

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