Exhibit 4.3



 EXHIBIT 4.3 
  
 [THOMSON LOGO] 
  
  

	
	 Regulation of the
 Thomson September 22, 2004 Stock Option Plan


  
  
 This regulation applies to the option plan providing for the grant of stock subscription or purchase options approved by the Board of Directors on September 22, 2004 (the
“option plan”), under the authorization given by the Combined General Meeting of the shareholders held on November 10, 2000, relating to a maximum of 8,500,000 Thomson shares, subject to such adjustments as may be required by law.

  
 Pursuant to the option plan, the Board of Directors, in its September 22, 2004
meeting, granted stock subscription options giving the right to subscribe for newly-issued Thomson shares. 
  
 The option plan is governed by articles L. 225-177 to L. 225-186 of the Commercial Code (formerly articles 208-1 to 208-8-2 of the law of July 24, 1966 on commercial companies), and articles 174-8 to 174-21 of the
decree of March 23, 1967, supplemented by law No. 87-416 of June 17, 1987 on savings and by the provisions of law no. 2001-420 on new economic regulations (Loi sur les Nouvelles Régulations Economiques) of May 15, 2001, and is subject
to the provisions of law no. 2001-152 on employee savings plans (Loi sur l’Epargne Salariale) of February 19, 2001, and the decree (ordonnance) of June 24, 2004 modifying the rules relating to securities (valeurs
mobilières) issued by commercial companies. 
  
 In addition, the Board
of Directors may, through one or more grants, grant stock purchase options within the aggregate cap set by the Board of Directors of 8,500,000 underlying shares. 
  
 Such stock purchase options will be governed by the terms and conditions of the option plan, subject to applicable law as in effect on the
date of grant. 
  
  
 I – BENEFICIARIES 
  
  
 Are eligible for participation in the option plan: 
  

	 	•	Certain employees (salariés) and officers (mandataires sociaux) of Thomson and its affiliates (within the meaning of Article L. 225-180 of the Commercial Code),
within the scope of the option plan, designated by the Board of Directors on September 22, 2004 or subsequently. 

  

	 	•	Certain employees (salariés) and officers (mandataires sociaux) of Thomson and its affiliates (within the meaning of Article L. 225-180 of the Commercial Code),
within the scope of the option plan, designated by the Board of Directors on September 22, 2004 who hold options granted during the period from December 18, 2000 to October 12, 2001, provided any such beneficiary has relinquished all of his or her
contractual rights with respect to such previously granted options. 

  
 With respect to the latter category, the receipt of new stock subscription options granted on September 22, 2004 is therefore subject to any such beneficiary relinquishing all of his or her contractual rights with
respect to the options previously granted during the period from December 18, 2000 to October 12, 2001, with notice of same being given to Thomson no later than November 23, 2004. 







 Beneficiaries who elect not to relinquish options granted to them during the period from December 18,
2000 to October 12, 2001 will be entitled to keep such options under their initial conditions. In such a case, they will not be entitled to receive the stock subscription options granted to them on September 22, 2004 under the option plan.

  
  
 II – ORIGIN OF THE SHARES OFFERED 
  
 The shares to be
delivered upon exercise of the stock subscription options granted on September 22, 2004 will be issued by way of a capital increase which will occur automatically and without further conditions upon receipt of a notice of exercise and payment of the
purchase price in cash. 
  
 If stock purchase options are granted in the future by
the Board of Directors pursuant to the option plan, the shares to be delivered upon exercise of such stock purchase options will be existing shares previously bought back by Thomson. 
  
  
 III – EXERCISE PRICE 
  
  
 The exercise
price of the stock subscription options has been fixed on September 22, 2004 by the Board of Directors at 16 Euros per share. This exercise price exceeds the average trading price of the shares during the twenty stock exchange trading days preceding
the September 22, 2004 meeting of the Board of Directors at which the grant of the stock subscription options was decided. 
  
 If stock purchase options are granted in the future by the Board of Directors pursuant to the option plan, the exercise price will be 16 Euros per share, provided that,
on the date of grant of such stock purchase options, the Board of Directors determines that this exercise price is at least equal to the minimum price imposed by applicable law (Article L. 225-179 of the Commercial Code). 

 
 The exercise price of the stock subscription options or stock purchase options and/or the
number of shares which may be obtained upon exercise of such stock subscription options or stock purchase options are subject to such adjustments as may be required by law, including without limitation: issuance of shares for cash, with preferential
subscription rights; issuance of bonds convertible into and/or exchangeable for shares, with preferential subscription rights; capitalization of reserves, profits or share premiums; distribution of reserves in cash or in portfolio securities.

  
 The number of underlying shares which may be obtained upon exercise of
options, will be adjusted such that the total of the exercise prices of the stock subscription options or stock purchase options, respectively, remains constant. The adjusted number will be rounded up to the nearest unit. 
  
 Any of the adjustments contemplated above will be made in accordance with applicable law
(i.e., on the date hereof, Articles 174-8 to 174-16 of decree no. 67-236 of March 23, 1967). 
  
  
 IV – TERMS AND CONDITIONS FOR THE EXERCISE OF THE OPTIONS 
  
  
 1 – Option exercise period 
  
 To exercise his/her options, the beneficiary will have a 10-year period, running from the
date of the Board meeting at which his/her options were granted. 
  
 In the event
one or more financial transactions, including those referred to in article VI paragraph 3 below, are completed, the Board of Directors may temporarily suspend the exercise of the options for a maximum period of 3 months. 







 2 – Option exercise 
  
 During the 10-year period referred to above, the options offered may be exercised, in part at any time after the end of a 3-year period
running from the date of the Board meeting, or in whole at any time after the end of a 4-year period running from such date, subject to the following maximum limits: 
  

	 	•	50 percent on or after the 3rd anniversary of the grant date; and 

  

	 	•	100 percent on or after the 4th anniversary of the grant date. 

  
  
 The options will cease to be exercisable at the end of this 10-year period (i.e., from
the 10th anniversary of the grant date). The options remaining unexercised as of that date will be definitively lost. 
  
 The exercise of the options is conditional upon the beneficiary being an employee (salarié) or officer (mandataire social) of Thomson or any of its
affiliates on the date of exercise, except to the extent decided otherwise by the Chairman acting pursuant to authority delegated by the Board of Directors. 
  
 The options remaining unexercised are definitively lost in the event of departure from Thomson or its applicable affiliate for any reason whatsoever, except with respect
to the following: 
  

	 	•	retirement or early retirement; 

  

	 	•	permanent and definitive disability (respectively, the second and third category contemplated in Article L. 341-4 of the Code de Sécurité Sociale); and


  

	 	•	during the lay off notification period (whether such notification period is served by the beneficiary or not). 

  
 In the event of the death of a beneficiary, his or her heirs may exercise the options within
a six-month period from the date of death. They can exercise the options without being subject to the restrictions described above and sell the shares acquired thereby. After this six-month period, the options will be definitively lost. 

 
 Rights derived from any option granted hereunder are non-transferable until the option has
been exercised. 
  
  
 V – PAYMENT AND RIGHTS ATTACHED TO SHARES 
  
  
 The exercise price of the stock subscription options (or, with respect to stock purchase options which may be granted in the future pursuant
to the option plan, the exercise price of such stock purchase options) shall be paid in full in cash upon exercise thereof. 
  
 Shares issued upon exercise of stock subscription options will carry full rights as of the first day of the fiscal year in which they are subscribed. Holders of such
shares will not be entitled to dividends paid during such fiscal year in respect of the immediately precedent fiscal year. Subject this limitation, they will, upon their issuance, be fully assimilated to existing shares and subject to all provisions
of the by-laws and to the decisions of the General Meeting of shareholders. 
  
 Existing shares delivered upon exercise of stock purchase options which may be granted in the future pursuant to the option plan will carry full rights from the date of delivery and be fully assimilated to existing shares and subject to all
provisions of the by-laws and to the decisions of the General Meeting of shareholders. 







 VI – FORM AND TRANSFERABILITY OF THE SHARES 
  
  
 Shares will be
held in registered form in the name of the beneficiary. 
  
  
 1 – “Share unavailability” clause 
  
 French residents: Shares acquired upon exercise of options will be freely transferable upon the expiration of the term of the French “fiscal
unavailability” 4-year period counted from the date of grant of the option to the beneficiary or within the conditions laid out by law. Shares acquired upon exercise of options after the third anniversary of the grant date of such options are
accordingly “contractually unavailable” until the fourth anniversary of such date (thereby preventing the sale of, conversion into bearer shares, or more generally, the transfer ownership of, the shares). 
  
 In the event of death of a beneficiary, his/her heirs may immediately resell the shares
acquired upon exercise of the options. In the case where a deceased beneficiary exercised his/her options after the third anniversary of the grant date, the prohibition to resell is automatically lifted. 
  
  
 2 –
Waiver of the share unavailability clause on account of the residence of the beneficiary 
  
 The shares acquired upon exercise of options will be freely transferable at any time after their acquisition, so long as the beneficiary resided or resides, as the case may be, outside France on the date of grant, the
date of exercise and the date of sale of the shares and is subject to a foreign social security system on each of such dates. 
  
  
 3 – Change of control 
  
 3.1. Under this option plan, the term “change of control” exclusively refers to
the following situations: 
  

	-	The completion of a takeover bid (O.P.A.) or exchange offer (O.P.E.) aimed at Thomson, or of an exchange offer (O.P.E.) by Thomson aimed at a third company, if
such transaction results in the taking of a direct or indirect interest resulting in a new shareholder holding at least 20 percent of the voting rights of Thomson or an existing shareholder increasing such shareholder’s pre-existing interest so
as to hold at least 20 percent of the voting rights. 

  

	-	The merger of another company into Thomson (fusion-absorption) resulting in new shareholders holding more than 20 percent of the voting rights of the merged company, and the
merger of Thomson into another company (fusion-absorption). 

  

	-	The split-up (scission) of Thomson. 

  

	-	A direct or indirect investment by a new shareholder resulting in such new shareholder holding at least 20 percent of the voting rights of Thomson, or by an existing shareholder
resulting in such shareholder’s interest increasing to at least 20 percent of such voting rights. 

  

	-	The publication by the French Autorité des Marchés Financiers (the “AMF”) of any shareholders’ agreement disclosing a concerted action as defined
by article L. 233-10 I of the Commercial Code, the signatories to which hold shares representing at least 20 percent in aggregate of all the voting rights of Thomson. 

  
 3.2. In the case of a “change of control” as defined above, and notwithstanding the exercise schedule and the “contractual
unavailability” of the shares, the options will become freely exercisable and the underlying shares available (and accordingly, among other things, transferable) unless otherwise decided by the Chairman of the Board of Directors of Thomson
prior to the expiration of the period referred to in article 3.3. Any such decision will apply to all the beneficiaries of the option plan. 







 3.3. At any time when the options may be exercised and the shares may be sold on an accelerated basis pursuant to article
3.2, the beneficiary may issue a notice of exercise with respect to his options and dispose of his shares: 
  

	 	•	from the 6th working day following: 

  

	 	-	the date of publication by the AMF of the result of the offer, if the “change of control” results from a takeover bid (O.P.A.) or an exchange offer (O.P.E.);


  

	 	-	the extraordinary general meeting of Thomson approving the “change of control” if such “change of control” is occurs as a result of a merger
(fusion-absorption) or split-up (scission); 

  

	 	-	the date of notification to Thomson that the 20 percent threshold, as defined above, has been exceeded. 

  

	 	•	from the 15th working day following the date of publication by the AMF of the shareholders agreement if the “change of control” results from a concerted action as
described in the 5th sub-paragraph of paragraph 3.1. 

  
 3.4. In
addition, in the case of a “change of control” resulting from a takeover bid (O.P.A.) or exchange offer (O.P.E.) aimed at Thomson or a merger (fusion absorption) or split-up (scission) of Thomson, the initiating
company or the surviving or resulting entity will be required to assume all commitments with respect to any assets held for the benefit of beneficiaries and, in connection therewith, to implement a solution offering the same fiscal and social
effects as the initial option plan as follows: 
  

	 	•	In the case of the merger of Thomson (fusion-absorption) or of its split-up (scission), it shall undertake to deliver to the beneficiary of the plan, upon the exercise
of his option, shares of the company resulting from the merger or split-up in proportions that achieve the above objective; 

  

	 	•	In the case of a takeover bid (O.P.A.) or exchange offer (O.P.E.) with aimed at Thomson, it shall undertake to repurchase from the beneficiaries the shares acquired
upon the exercise of their options on the date on which they tender same; this date must imperatively fall within the exercise period determined for the initial option. In the event of an exchange offer (O.P.E.), the repurchase price will be
equal to the trading price of Thomson shares on the date of the “change of control” (such price being the exchange offer price), adjusted according to the evolution of the closing price of the share of the company initiating the
“change of control”, between the date on which the result of the offer is published by the AMF and the date of the offer to repurchase. In the event of a takeover bid (O.P.A.), the repurchase price will be equal to the takeover bid
offer price on the date of the “change of control.” 

  
 In
the event the obligations set forth above are not fulfilled, the damage which will be caused to the beneficiaries will be appraised by an expert appointed by both parties or, in the absence of an agreement, by the Presiding Judge of the Commercial
Court of Nanterre ruling at the request of the more diligent party. 
  
 The amount
fixed will be paid by Thomson, or by any company to which it may substitute itself or which may be substituted to it. 
  
  
 VII – PRE-EMPTIVE RIGHT 
  
  
 Thomson has a
pre-emptive right with respect to any securities offered for sale, such right to be exercised, at the latest, 48 hours from the receipt of the transfer instrument. Therefore, the holders of options wishing to have their securities delivered to a
financial institution other than Crédit Commercial de France, the institution managing the option plan, must obtain the consent of Thomson. 







 VIII – MANAGEMENT OF THE PLAN 
  
  
 The management of the option plan is entrusted to Crédit
Commercial de France, which is responsible for compliance with all requirements to report information to option holders on behalf of Thomson. 
  
 Crédit Commercial de France will inform the beneficiaries of any adjustment or temporary suspension period. 
  
  
 IX –
GOVERNING LAW 
  
  
 This plan is governed by French law. 
  
  
 X – ADAPTATION OF THE REGULATION OF THE PLAN 
  
  
 Certain beneficiaries of the option plan are subject to foreign legislation and regulation.
The Board of Directors may, based on the conditions required for taking advantage of a preferential fiscal or social system or necessary for complying with mandatory provisions of foreign law, to amend certain provisions of the option plan with
respect to these beneficiaries. The provisions so adapted cannot reduce the obligations of Thomson towards such beneficiaries. 
  
 Issued in Boulogne, on September 22, 2004.