S-8

As filed with the Securities and Exchange Commission on February 22, 2010

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)

Koninklijke Philips Electronics N.V. Nonqualified Stock Purchase Plan
Royal Philips Electronics Long-Term Incentive Plan (Consisting of Global Philips
Stock Option Program and Global Philips Restricted Share Rights Program)
(Full Title of the Plan)

Pamela Dunlap

3000 Minuteman Road

Building 1

Andover, MA 01810

(978) 659-4801
(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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one)

Large accelerated filer	Accelerated filer
Non-accelerated filer	Smaller reporting company

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered (2)	Proposed Maximum Offering Price Per Share (3)	Proposed Maximum Aggregate Offering Price (3)	Amount of Registration Fee
Common Shares of Koninklijke Philips Electronics N.V., par value 0.20 Euro per share (1)	16,500,000	$30.21	$498,465,000	$35,540.55

(1)	In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the Koninklijke Philips Electronics N.V. Nonqualified Stock Purchase Plan.  Pursuant to Rule 457(h)(2) no fee is payable with respect to the registration of these interests.
(2)	2,000,000 of the shares are registered to be offered or sold pursuant to the Koninklijke Philips Electronics N.V. Nonqualified Stock Purchase Plan and 14,500,000 of the shares are registered to be offered or sold pursuant to the Royal Philips Electronics Long-Term Incentive Plan.
(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 18, 2010.

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 Koninklijke Philips Electronics N.V. Nonqualified Stock Purchase Plan. After giving effect to this filing, an aggregate of 14,609,460 shares of the registrant’s common stock have been registered for issuance pursuant to the Koninklijke Philips Electronics N.V. Nonqualified Stock Purchase Plan.

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

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, 2009 (File No. 001-05146-01) filed with the Commission on February 22, 2010;

(b)           The Annual Report on Form 11-K of the Koninklijke Philips Electronics N.V. Nonqualified Stock Purchase Plan (File No. 001-05146-01) filed with the Commission on October 29, 2009; and

(c)           The description of our common shares, par value 0.20 euro per share, set forth in the registration statement on Form S-8 (File No. 333-140784) filed with the Commission on February 20, 2007.

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.

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	Koninklijke Philips Electronics N.V. Nonqualified Stock Purchase Plan
4.2	Global Philips Stock Option Program (part of Royal Philips Electronics Long-Term Incentive Plan)
4.3	Global Philips Restricted Share Rights Program (part of Royal Philips Electronics Long-Term Incentive Plan)
23.1	Consent of KPMG Accountants NV, an Independent Registered Public Accounting Firm
23.2	Consent of KPMG LLP, an Independent Registered Public Accounting Firm
24	Power of attorney (included on signature page).

Item 9.     Undertakings

(a)           The undersigned registrant hereby undertakes:

(1)           To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933 (the “Act”);

(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum

offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii)  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;

provided, however, that if the information required to be included in a post-effective amendment by paragraphs (a)(1)(i) and (ii) above is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement, paragraphs (a)(1)(i) and (ii) shall not apply;

(2)           That, for the purpose of determining any liability under 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.

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 22, 2010.

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 Pamela Dunlap 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 22, 2010.

Name	Title
/s/ G. J. Kleisterlee                                      G. J. Kleisterlee	President/CEO, Chairman of the Board of Management
/s/ P.J. Sivignon                              P.J. Sivignon	Executive Vice-President, Member of the Board of Management and Chief Financial Officer
/s/ G. H. Dutiné                                           G. H. Dutiné	Executive Vice-President, Member of the Board of Management
/s/ A. Ragnetti                                             A. Ragnetti	Executive Vice-President, Member of the Board of Management

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Name	Title
/s/ R.S. Provoost                                              R.S. Provoost	Executive Vice-President, Member of the Board of Management
/s/ S. Rusckowski                                             S. Rusckowski	Executive Vice-President, Member of the Board of Management
/s/ J.M. Hessels                                                J.M. Hessels	Chairman of the Supervisory Board
/s/ Sir Richard Greenbury                                            Sir Richard Greenbury	Member of the Supervisory Board
/s/ H. Von Prondzynski                                                H. Von Prondzynski	Member of the Supervisory Board
/s/ J. M. Thompson                                                J. M. Thompson	Member of the Supervisory Board
/s/ C.J.A. van Lede                                                C.J.A. van Lede	Member of the Supervisory Board
/s/ E. Kist                                                             E. Kist	Member of the Supervisory Board
/s/ J.J. Schiro                                                       J.J. Schiro	Member of the Supervisory Board
/s/ Pamela Dunlap                                               Pamela Dunlap	Duly authorized representative in the United States

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

Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the employee benefit plan) have duly caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized in the City of Andover, State of Massachusetts, on February 22, 2010.

KONINKLIJKE PHILIPS ELECTRONICS N.V.
NONQUALIFIED STOCK PURCHASE PLAN

By:       /s/ Pamela Dunlap               
Name: Pamela Dunlap
Title: Chairman, Stock Purchase Plan Committee

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INDEX TO EXHIBITS

Exhibit No.	Description
4.1	Koninklijke Philips Electronics N.V. Nonqualified Stock Purchase Plan
4.2	Global Philips Stock Option Program (part of Royal Philips Electronics Long-Term Incentive Plan)
4.3	Global Philips Restricted Share Rights Program (part of Royal Philips Electronics Long-Term Incentive Plan)
23.1	Consent of KPMG Accountants NV, an Independent Registered Public Accounting Firm
23.2	Consent of KPMG LLP, an Independent Registered Public Accounting Firm
24	Power of attorney (included on signature page).

EX-4.1

Exhibit 4.1

Appendix A

Plan Specifications for Koninklijke Philips Electronics N.V.

Nonqualified Stock Purchase Plan

Plan Item	Specifications
Plan Name	Koninklijke Philips Electronics N.V. Nonqualified Stock Purchase Plan
Effective Date	August 1, 2000
Definitions
“Affiliate”	Present or future subsidiary corporation of the Company, where the Company owns directly or indirectly at least 50% of the subsidiary corporation.
“Board”	Board of Management of the Company
“Closing Price”	Last trade of Common Shares on the NYSE for a Trading Date.
“Code”	Internal Revenue Code of 1986, as amended.
“Committee”	Committee of not less than 3, nor more than 5 members appointed by the Board or its designee and responsible for administration of the Plan.
“Common Shares”	Common shares of Koninklijke Philips Electronics N.V.
“Company”	Koninklijke Philips Electronics N.V.
“Contribution Account”	A participant's accumulated payroll deductions in a Participation Period.
“Disability”	Participant leaves active employment of Employer on account of a condition that would be treated as a total and permanent disability under Code section 22(e)(3).  (See Appendix B for applicable definition for Philips Canada employees which replaces the foregoing definition).
“Earnings”	Earnings include a Participant's cash compensation received during the Participation Period from salary and wages. ·Salary and wages include overtime pay, bonuses (except as provided below), holiday pay, vacation pay, and short-term disability payments. ·Earnings include salary deferrals pursuant to Code sections 125 and 401(k). ·Earnings exclude bonuses exceeding 100% of a participant's annual base salary in effect at the time bonuses are paid.  Earnings also do not include expense reimbursements, deferred compensation, lump sum severance payments, stock options, money received for declining medical or dental coverage, patent and similar awards, distributions from any long-term incentive plan, perquisites, long-term disability payments, payments made from an Accident and Sickness program, or any long-term key employee compensation program.  (See Appendix B for applicable definition for Philips Canada employees which replaces the foregoing definition).

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Plan Item	Specifications
“Eligible Employee”	Each U.S. based salaried or hourly Full-time Employee other than an Excluded Employee who is employed by an Employer.  For purposes of this Plan, the term “employee” includes only persons treated as such on the Employer's payroll and personnel records at the time such determination is made.  Persons treated by the Employer as contingent workers (including independent contractors, third-party payroll workers, employees of consulting firms and temporary help agencies, even if leased employees within the meaning of Section 414(n)(2) of the Code) at the time of the determination of the person's status are specifically excluded. Eligibility status at the time of a determination of a person's employment status shall not be changed as a result of the retroactive re-classification of the person's employment status.  Therefore, notwithstanding anything else herein to the contrary, any person treated as a contingent worker on the payroll and personnel records of the Employer at the time the determination is made shall in no event be retroactively eligible for participation in the plan during the period covered by such determination.  (See Appendix B for applicable definition for Philips Canada employees which replaces the foregoing definition.)
“Employer”	Employers may include the Company and each subsidiary which adopts the Plan for the benefit of its Eligible Employees with the approval of the Board.  As of December 21, 2007, the following are Employers: ·U.S. Philips Corporation ·Philips Holding USA Inc. ·Philips Electronics North America Corporation ·Philips Semiconductors Inc. ·Philips Electronics Ltd.
“Excluded Employee”	Those employees of any Employer who shall, from time to time, be ineligible to participate in the Plan, as determined by the Committee in accordance with the terms and conditions of the Plan and as specified herein.
“Exercise Date”	Last Trading Date of the applicable Participation Period.
“Exercise Price”	85 percent of the Closing Price on the Exercise Date of the applicable Participation Period.
“Full-time Employee”	Any employee scheduled to work at least 1,000 hours per calendar year.  (See Appendix B for applicable definition for Philips Canada employees which replaces the foregoing definition.)
“NYSE”	New York Stock Exchange
“Participant”	An Eligible Employee who has enrolled in the Plan pursuant to procedures set out in the Plan.
“Participation Period”	Each three-month period beginning each January 1, April 1, July 1 and October 1, with the exception of the first Participation Period which will consist of the two-month period beginning August 1, 2000.

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Plan Item	Specifications
“Philips Canada”	Philips Electronics Ltd. and Canadian Affiliates (as defined in Appendix B).
“Plan”	This Philips Electronics North America Corporation Stock Purchase Plan
“Plan Year”	Shall mean the 12-month period beginning each August 1.
“Retirement”	Termination of employment on or after the first day of the month in which Participant commences a retirement benefit.
“Trading Date”	Each date on which stocks in the United States are traded on the NYSE.
“Share Purchase Right”	Right to apply the cash balance in each Eligible Employee's Contribution Account to the purchase of Common Shares in accordance with the terms of the Plan.
Participation
Eligibility	Each Eligible Employee may become a Participant as soon as administratively practical following full-time employment, except that Eligible Employees covered by a collective bargaining agreement (Union Employees) will be eligible upon acceptance of the plan offering by their respective union leadership.  (See Appendix B for applicable definition for Philips Canada employees which replaces the foregoing definition).
Enrollment	Subject to the other terms and conditions of the Plan, each Eligible Employee may enroll as a Participant upon attaining eligibility. As part of enrollment, each Eligible Employee shall authorize payroll deduction from Earnings. Enrollment and payroll deduction shall remain in effect for subsequent Participation Periods, unless changed by the Eligible Employee or otherwise limited under the terms of the Plan. Payroll deduction percent changes may be made at any time during the Participation Period.  See Termination of Participation section below for further information on a voluntary discontinuance of deductions.
Re-hire	A person who returns to active employment with an Employer as an Eligible Employee following termination of employment, retirement or Disability may re-enroll in the Plan on the first day of the month following 30 days of full-time employment.  An Eligible Employee who has voluntarily discontinued payroll deductions may re-enroll in the Plan at any time.
Termination of Participation
Voluntary Discontinuance	Participants may discontinue payroll deductions for a Participation Period by requesting a change to zero payroll deductions.  Following such discontinuance any balance in the Participant's Contribution Account at the end of the Participation Period shall be used to purchase stock. Following

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Plan Item	Specifications
	such discontinuance, the Participant may sell the Common Shares held in the Contribution Account.
Employment Termination, Transfer to a Nonparticipating Affiliate, Death, or Layoff	A Participant who terminates employment with the Company and its Affiliates during a Participation Period will be deemed to have discontinued Plan participation on the first day of such Participation Period.  Any balance in the Participant's Contribution Account at that time shall be refunded without interest to the Participant by the 15th day of the month following the month of termination.
Retirement	Payroll deductions cease at Retirement.   The balance credited to the Participant's Contribution Account shall be used to purchase Common Shares on the Exercise Date of the Participation Period in which Retirement occurs.
Disability	Payroll deductions cease at Disability. The balance credited to the Participant's Contribution Account shall be used to purchase Common Shares on the Exercise Date for the Participation Period in which Disability occurs.
Unpaid Leave of Absence	Payroll deductions cease when the Participant begins an unpaid leave of absence.  The balance credited to the Participant's Contribution Account shall be used to purchase Common Shares on the Exercise Date for the Participation Period in which the unpaid leave of absence begins.
Sale of Shares	A participant may sell any shares in the Plan at any time without restriction, other than as may be restricted by insider trading rules.
Available Shares
Authorized Shares	Initially, 1,000,000 Common Shares shall be available for purchase under the Plan.  Such shares will be authorized and issued Common Shares held in the Company's treasury or acquired by the Company for the purposes of the Plan.  Any change in the aggregate number of shares offered must have shareholder approval.
	If the total number of Common Shares to be purchased on an Exercise Date exceeds the maximum number of shares available for the Participation Period, the balance credited to the Participant's Contribution Account shall be refunded without interest to the Participant by the 30th of the month following the end of the Participation Period in which the shortfall occurs.
Changes in Capitalization	Common Shares available under the Plan and the Exercise Price may be adjusted by the Board to reflect any increase or decrease in the number of issued Common Shares resulting from any subdivision or consolidation of shares, the payment of any stock dividend, or other increases or decreases in the number of outstanding Common Shares effected without the receipt of consideration.  Adjustments shall be made in the sole discretion of the Board, whose decision shall be final and binding.

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Plan Item	Specifications
Dissolution, Merger, and Consolidation	Upon dissolution or liquidation of the Company or upon a merger or consolidation of the Company or a subsidiary or division of the Company in which the Company or the relevant subsidiary or division is not the surviving corporation, each Participant who holds Share Purchase Rights under the Plan shall be entitled to receive at the next Exercise Date the same cash, securities, and/or property which a holder of Common Shares was entitled to upon and at the time of such transaction.  The Board shall take whatever action is deemed reasonably necessary to assure that Participants receive the benefits described here.
Purchasing Shares
Accounts	Payroll deductions authorized by the Participant shall be credited to the Participant's Contribution Account, without interest.  The Contribution Account will be maintained by the Plan's outside administrator.  Amounts credited to the Participant's Contribution Account as of an Exercise Date shall be used to purchase Common Shares for the Participant on the Exercise Date at the Exercise Price. The Company is entitled, in its sole discretion, to determine the manner in which any dividend on any Common Shares acquired by a Participant pursuant to this Plan is paid to such Participant.  Any dividend to be paid to such Participant in cash shall be reinvested upon their distribution (after withholding of applicable Dutch tax) into the Participant's Contribution Account and the net amount (after withholding tax) used to purchase additional Common Shares at the prevailing market price.  In the event a dividend is paid in cash, such dividend shall first be declared in Euros, but will be paid to participants in U.S. dollars converted at the rate of exchange on the Amsterdam Stock Exchange at the close of business on a date announced by the Company (which is typically the day preceding the Annual General Meeting of the Company's Shareholders).
Contributions	Any whole percentage between 1 percent and 10 percent of Earnings.  No Eligible Employee shall be permitted to contribute more than a total of $20,000 ($20,000 Canadian dollars for Canadian employees) of payroll deductions to his Contribution Account for all Participation Periods during any calendar year.  This contribution is limited, notwithstanding the foregoing, to the extent necessary to comply with section 423(b)(8) of the Code, the Company may cause a participant’s payroll deduction to be decreased to 0%.
Periods During the Calendar Year	The Committee will establish procedures for making changes in the level of payroll deductions.
Share Certificates	As soon as reasonably practicable following each Exercise Date, Common Shares purchased under this Plan shall be credited to an account in the Participant's name with the Plan's outside administrator designated by the Committee. Physical delivery of stock certificates to the Participant is not required, but is permitted upon payment of a fee, which is subject to change.

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Plan Item	Specifications
Amendment and Termination
Amendment	The Company, the Board, or the Committee may amend the Plan.  However, no amendment may: ·Increase the aggregate number of Common Shares which may be issued under the Plan without approval from the Board; or ·Add new Employers without the approval of the Board or delete participation by an Employer without the approval of either the Board or the affected Employer.
Termination	The Company, the Board, or the Committee may suspend or terminate the Plan at any time.  If the Plan is suspended or terminated, the Committee shall give notice to affected Participants, terminate all payroll deduction and, at its discretion, apply any balances remaining in the Contribution Accounts to the purchase of Common Shares or pay Participants any balances (without interest) remaining in their Contribution Accounts as soon as practicable following the termination of the Plan.
General Provisions
Administration	The Committee shall be responsible for the administration of the Plan.  The Committee shall have full authority to administer the Plan (except the power to designate an Affiliate as an Employer) including authority to: ·Establish rules and procedures for Plan administration not inconsistent with the terms of the Plan document; ·Interpret terms and provisions of the Plan; ·Determine all questions arising under the Plan, including correction of any defect, omission or inconsistency of the Plan; ·Amend or terminate the Plan, including amending the Plan to reflect changes in applicable law; and ·Delegate administrative responsibilities under the Plan, including the responsibility to keep records of individual benefits, but not its power to amend or terminate the Plan.
Rights not Transferable	Participants may not transfer Share Purchase Rights granted under the Plan, except by will or by the laws of descent and distribution.  No Share Purchase Right shall be subject to execution, attachment, or similar process.  Any attempt to assign, transfer, attach, or otherwise dispose of any Share Purchase Right shall be null and void and may be treated, at the discretion of the committee, as notice of Voluntary Discontinuance. Share Purchase Rights may be exercised only by the Participant or by the Participant's legal representative during the Participant's lifetime.
Shareholder Rights	Participants do not have any rights of shareholders with respect to Common Shares issuable pursuant to the Share Purchase Rights granted under the Plan until a certificate is issued to the Participant or the transfer agent for the Common Shares reflects the Participant's ownership in its ledger or other appropriate record of stock ownership.
No Contract of Employment	Nothing in the Plan shall be deemed to give any Eligible Employee the right to be retained in the service of the Company or any Employer, or to interfere

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Plan Item	Specifications
	in any way with the right of the Company or any Employer or to discharge or retire any Eligible Employee at any time.
Tax Withholding	Taxable income attributable to the discount will be subject to income tax, FICA and other applicable withholding and such amounts will be deducted from the Participant's next available paycheck following the purchase of Common Shares.  Alternative withholding arrangements may be made in unusual circumstances.  (See Appendix B for applicable definition for Philips Canada employees which replaces the foregoing two sentences).
Application of Funds	Proceeds received by the Company from the sale of Common Shares will be available and used for general corporate purposes.
Applicable Law	The obligation to sell and deliver Common Shares shall be subject to all applicable laws, regulations, rules and approvals, including, but not limited to, effectiveness of a registration statement under the Securities Act of 1933, if deemed necessary or appropriate by the Company.  Certificates of Common Shares issued hereunder may be legended, as the Company deems appropriate.
	Questions relating to the validity, construction, and administration of the Plan shall be determined under the laws of the State of New York.
Severability	If a provision of the Plan is deemed illegal or invalid, the illegality or invalidity shall not affect the remaining parts of the Plan.  The Plan shall be construed and enforced as if the illegal or invalid provision had not been included in the Plan.

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APPENDIX B – Plan Specifications for Philips Canada Employees

In addition to the “Plan Specifications” in Appendix A, the following definitions and specifications apply to participants employed by Philips Canada. All defined terms used herein shall have the respective meanings set forth below under “Definitions”, and all defined terms used herein and not defined below shall retain the meaning assigned to them in Appendix A.

Participation

Full-Time Employees (except as specifically indicated below), of Philips Electronics Ltd. and Canadian Affiliates (“Philips Canada”) who are based in Canada are eligible to participate in the Plan beginning on the first day of the first month immediately following aperiod of 90 days during which time such employee was at all times considered a Full-Time Employee (the “90 Day Requirement”), which determination shall be made in the sole discretion of the Committee.For purposes of determining whether a Full-Time Employee has satisfied the 90 Day Requirement, the Committee shall take into account all service terms of such Full-Time Employees, which were rendered prior to the date on which Philips Electronics Ltd. adopted the Plan (the “Adoption Date”); provided, however, that this sentence shall only apply to individuals who are Full-Time Employees as of the Adoption Date.

Philips Canada employees covered under a collective agreement will only be eligible to participate in this Plan at such time as their participation has been negotiated by Philips Canada and their bargaining unit.

Excluded Employees are not eligible to participate in the Plan.

For purposes of application of the Plan to Participantsemployed by Philips Canada, the following definitions found in Appendix A of the Plan or herein shall be read as follows:

Definitions

“Canadian Affiliate”: Present or future affiliated corporations of the Company carrying on business in and from Canada, registered and resident in Canada and in which the Company owns directly or indirectly at least 50% of the affiliated corporation.

“Disability”:  A Participant will be considered to have a disability if such Participant is considered to have a “disability” under the applicable plan in which it participates or under which the Participant is covered for purposes of receiving disability coverage or benefits, whether such plan is provided by Philips Canada or any Canadian governmental agency or body.

“Earnings”: Earnings include salary, bonus payment (the bonus payments must be made pursuant to a formalized, written individual bonus plan) and commission. Earnings does not include any

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other forms of compensation such as, overtime, group bonus plans, profit sharing or improvement plans, vacation pay, expense reimbursements, severance payments, payments in lieu of notice, stock options, deferred compensation, distributions from any long term incentive plan, perquisites, long term disability payments, payments from an accident or sickness program, whether paid by Philips Canada or by any applicable government or regulatory organization such as workers compensation, monetary or non monetary performance or seniority awards, etc.

“Eligibility”: Each Eligible Employee may become a Participant on the first day of the first month immediately following a period of 90 days during which time such employee was at all times considered a Full-Time Employee, which determination shall be made in the sole discretion of the Committee, except that an Eligible Employee covered under a collective agreement will only be eligible for participation in this Plan at such time as their participation has been negotiated by Philips Canada and their bargaining unit.

“Eligible Employee”: Each Canadian based Full-Time Employee, whether paid on an hourly or salaried basis.

“Full-Time Employee”: An employee of Philips Canada who is regularly scheduled to work at least 35 hours per week, who is not a temporary or contract employee, nor a unionized employee.
 

“Philips Canada”: Philips Electronics Ltd. and its Canadian Affiliates.

General Provisions

Tax Withholding

On the date of purchase of shares, a Participant would owe ordinary income tax on the difference between the closing market price per share and what the Participant actually pays for each share in the program.  Taxes are withheld from the Participant’s next available paycheque after the purchase date.  Both the benefit per share and the tax withheld are reflected on that cheque and included in the year-end T-4 and Releve 1 (Quebec taxpayers only) statement.

Currency

As the Company’s stock trades in U.S. dollars, payroll deductions will be converted to U.S. dollars at the prevailing rate at the time of purchase of the shares. In addition to changes in stock price, there is also a currency risk.  Because the Company's shares trade in U.S. dollars, the value of the shares will fluctuate in relation to the Canadian dollar.

Certain Canadian Federal and Provincial Income Tax Consequences

The following tax discussion is for general guidance and may change over time. Participants are advised to consult their tax advisor for more detailed information.

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Purchasing Shares

When shares are purchased, the 15% discount is taxable as ordinary income and is subject to federal and provincial income taxes as well as CPP/QPP.  Taxes will be automatically withheld from the Participants’ next available paycheque following the stock purchase in accordance with their regular tax withholding elections.  If a Participant is not actively receiving a paycheque he/she will receive a net zero paycheque to reflect the taxes.  The ordinary income amount will be included in the T-4 and Releve 1 (Quebec taxpayers only) statement for the year.

Reinvested Dividends

Participants will be subject to Canadian income tax on reinvested dividends in the year the dividends are issued.  Non-resident tax of 15% will be withheld on reinvested dividends in the year the dividends are issued. Participants will be issued the appropriate tax form on or around February 28 of the following year covering the dividend and the non-resident tax deducted.  The deducted non-resident tax can normally be used as a credit against Canadian taxes owing in respect of the reinvested dividends.  The tax credit may be claimed when filing the personal income tax return in April of the following year.

Selling Shares

When Participants sell their shares, Canada Revenue Agency (CRA) requires Participants to report these activities on their annual tax return. Any further gain/loss after the purchase of these shares will be taxed as a capital gain or loss.

A capital gain occurs when a Participant sells stock for a higher price than the adjusted cost base of the stock.

A capital loss occurs when a Participant sells stock for a lower price than the adjusted cost base of the stock.

In general, the adjusted cost base of a particular share will be the weighted average purchase price for all the Philips Canada shares owned by a Participant, both within the Participant’s account and outside of it (except for shares held in any trusteed accounts like RRSPs).  For example, if the Participant purchased 10 shares for $30.00 in one Participation Period and then purchased 5 shares at $40.00 in the next Participation Period, the adjusted cost base for each share following the second Participation Period would be $33.33 (i.e. [(10 x $30.00) + (5 x $40.00)] ÷ 15.

Canadian Securities Laws

Participation in the Plan is voluntary and is subject to the conditions set forth herein and in Appendix A.  Shares acquired under the Plan by employees of Philips Canada may only be sold through the facilities of the New York Stock Exchange.

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EX-4.2

Exhibit 4.2

Corporate HRM/Global Reward

Global Philips Stock Option Program

Corporate HRM/Global Reward

TERMS AND CONDITIONS

OF

GLOBAL PHILIPS STOCK OPTION PROGRAM

Article 1

Definitions

In this Global Philips Stock Option Program 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.
3.	Date of Grant	:	the date at which the Options shall be deemed granted to the Option Holder pursuant to this 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 concerned. 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.	Option	:	a right granted by Philips under the Program to acquire one Share subject to the terms and conditions hereof.
7.	Option Holder	:	a person holding any Options under this Program.
8.	Option Period	:	the term for which an Option is granted as specified in Article 3.
9.	Philips	:	Koninklijke Philips Electronics N.V.
10.	Program	:	this Global Philips Stock Option Program.

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11.	Share	:	a common share of Philips.
12.	Share Price	:	The price of a Share with dividend, if any, at the Amsterdam Euronext Stock Exchange or the New York Stock Exchange, whichever is applicable, at the moment of exercise of an Option in accordance with Article 9 of this Program.

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.

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

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Company without the Option Holder being entitled to any compensation or any obligation on the part of Philips or any Employing Company 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 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

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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 exercisable 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;

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 and 6.4.

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 Custody 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 Custody Account for any Option Holder.

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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 Option Holder’s Custody Account except if an Option Holder does not maintain a Custody Account at the date of delivery of such Shares. In case 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. 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.

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Article 8

Costs and Taxes

1. 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, ownershipand/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 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 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, depending on where the Shares being the subject of the exercised Option are traded, equal to the Share Price 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 or the New York Stock Exchange, whichever is applicable, the Share Price will be the opening price of the first subsequent trading day on Euronext Amsterdam or the New York Stock Exchange, whichever is applicable. 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.

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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, except to the extent any such action would require shareholder approval under applicable law, rules or regulation. The terms and conditions in force from time to time are published on the Philips’ intranet and on the website of the administrator of this Program and apply to any and all Option granted under 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. If equity-based incentive compensation under this Program has been granted on the basis of incorrect financial or other data, Philips and the Employing Company may in its sole discretion but acting in good faith, resolve to recoup some or all of such incentive compensation -including any benefits derived therefrom- in all appropriate cases (taking into account all relevant factors, including whether the assertion of a recoupment claim may in its opinion prejudice the interests of Philips and its group companies in any related proceeding or investigation), granted to an individual under this Program, if and to the extent that:

a. the size of the equity-based incentive grant was calculated based upon the achievement of certain financial or other data that were subsequently reduced or changed due to a correction thereof resulting from errors, omissions, fraud or otherwise, and

b. the size of such grant that would have awarded to you, had the financial or other data been properly reported would have been lower than the amount actually awarded.

By accepting any grants under this Program, the individual concerned agrees to fully co-operate with Philips and the Employing Company in order to give effect to this article.

3. 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 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.

4. 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.

5. 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

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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.

6. 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.

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

8. 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.

• • • • •

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EX-4.3

Exhibit 4.3

Corporate HRM/Global Reward

Global Philips Restricted Share Rights Program

Corporate HRM/Global Reward

TERMS AND CONDITIONS

OF

GLOBAL PHILIPS RESTRICTED SHARE RIGHTS PROGRAM

Article 1

Definitions

In this Global Philips Restricted Share Program 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 concerned. 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.
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.

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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 Rights Program.
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 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 Employing Company 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)

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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.

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, and further to the Participants election via the website, 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.

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 estate or legal representatives, as the case may be) 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 estate or legal representatives, as the case may be) fails to comply with the foregoing obligation, then the Participant (or his or her estate or legal representatives, as the case may be) 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.

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 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 and any costs determined by Philips necessary to be withheld in connection with this Program (including, but not limited to, the grant of the Restricted Shares Rights or the delivery of any Shares (including, but not limited to, Premium Shares) under this Program).

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

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Corporate HRM/Global Reward

5. Philips is herewith authorised by the Participant to sell (part of) Participant’s Shares credited to a Nominee Account and to maintain such part of the proceeds of this sale as payment to 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, except to the extent any such action would require shareholder approval under applicable law, rules or regulation. The terms and conditions in force from time to time are published on the Philips’ intranet and on the website of the administrator of this Program and apply to any and all Restricted Share Rights granted under 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. If equity-based incentive compensation under this Program has been granted on the basis of incorrect financial or other data, Philips and the Employing Company may in its sole discretion but acting in good faith, resolve to recoup some or all of such incentive compensation -including any benefits derived therefrom- in all appropriate cases (taking into account all relevant factors, including whether the assertion of a recoupment claim may in its opinion prejudice the interests of Philips and its group companies in any related proceeding or investigation), granted to an individual under this Program, if and to the extent that:

i. the size of the equity-based incentive grant was calculated based upon the achievement of certain financial or other data that were subsequently reduced or changed due to a correction thereof resulting from errors, omissions, fraud or otherwise, and

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Corporate HRM/Global Reward

ii. the size of such grant that would have awarded to you, had the financial or other data been properly reported would have been lower than the amount actually awarded.

By accepting any grants under this Program, the individual concerned agrees to fully co-operate with Philips and the Employing Company in order to give effect to this article.

Furthermore by accepting any grants under this Program, the individual provides an irrevocable power of attorney to Philips and the Employing Company to transfer any Shares held by such individual in the account administered by Philips’ global Program administrator and any other acts necessary or desirable to give effect to this article. This power of attorney is governed by Dutch law exclusively.

3. 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.

4. 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.

5. 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.

6. 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.

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

8. 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.

• • • • •

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EX-23.1

Exhibit 23.1

Consent of independent registered public accounting firm

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

We consent to the use of our reports dated February 22, 2010 with respect to the consolidated balance sheets of Koninklijke Philips Electronics N.V. and subsidiaries as of December 31, 2009 and 2008, and the related consolidated statements of income, comprehensive income, changes in equity and cash flows for each of the years in the three-year period ended December 31, 2009, and the related financial statement schedule, and the effectiveness of internal control over financial reporting as of December 31, 2009, incorporated herein by reference, which reports appear in the December 31, 2009 annual report on Form 20-F of Koninklijke Philips Electronics N.V.

Our report dated February 22, 2010 on the effectiveness of internal control over financial reporting as of December 31, 2009 contains an explanatory paragraph that states that Meditronics Healthcare Pvt. Ltd, Dynalite Intelligent Light Pty. Limited, Ilti Luce S.r.l., Teletrol Systems Inc., Traxtal Inc., and Saeco International Group S.p.A., which companies were acquired during 2009, have been excluded from management’s assessment of and our evaluation of the effectiveness of internal control over financial reporting as of December 31, 2009. 

/s/ KPMG Accountants N.V.

Amsterdam, the Netherlands

February 22, 2010

EX-23.2

Exhibit 23.2

CONSENT OFINDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

the Stock Purchase Plan Committee of Koninklijke Philips Electronics N.V.

     Nonqualified Stock Purchase Plan

We consent to the use of our report dated October 29, 2009, with respect to the statements of financial condition of the Koninklijke Philips Electronics N.V. Nonqualified Stock Purchase Plan as of July 31, 2009 and 2008 and the related statements of income (loss) and changes in plan equity for each of the years in the three-year period ended July 31, 2009, incorporated herein by reference, which report appears in the July 31, 2009 annual report on Form 11-K of the Koninklijke Philips Electronics N.V. Nonqualified Stock Purchase Plan.

/s/ KPMG LLP

Boston, Massachusetts

February 19, 2010