<DOCUMENT>
<TYPE>EX-4.3
<SEQUENCE>3
<FILENAME>exh_4-3.txt
<DESCRIPTION>RESTRICTED SHARE RIGHTS PROGRAM
<TEXT>
--------------------------------------------------------------------------------
CORPORATE HRM/MANAGEMENT CONDITIONS & REMUNERATION
--------------------------------------------------------------------------------


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

               GLOBAL PHILIPS RESTRICTED SHARE RIGHTS PROGRAM 2006

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






               GLOBAL PHILIPS RESTRICTED SHARE RIGHTS PROGRAM 2006









<PAGE>

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

                              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.

--------------------------------------------------------------------------------
page 2 of 12

<PAGE>

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

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

--------------------------------------------------------------------------------
page 3 of 12

<PAGE>

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

       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.

--------------------------------------------------------------------------------
page 4 of 12

<PAGE>

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

                                    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.







--------------------------------------------------------------------------------
page 5 of 12

<PAGE>

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

                                    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.

--------------------------------------------------------------------------------
page 6 of 12


<PAGE>

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

                                    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.








--------------------------------------------------------------------------------
page 7 of 12

<PAGE>

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

                                    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).

--------------------------------------------------------------------------------
page 8 of 12

<PAGE>

--------------------------------------------------------------------------------
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>

--------------------------------------------------------------------------------
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.












--------------------------------------------------------------------------------
page 10 of 12

<PAGE>

--------------------------------------------------------------------------------
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>
