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                                                                     Exhibit 4.3

               GLOBAL PHILIPS RESTRICTED SHARE RIGHTS PROGRAM 2004

               GLOBAL PHILIPS RESTRICTED SHARE RIGHTS PROGRAM 2004

         -GRANTS APRIL 2004, JULY 2004, OCTOBER 2004, AND FEBRUARY 2005-

                                 MARCH 30, 2004

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                              TERMS AND CONDITIONS
                                       OF
               GLOBAL PHILIPS RESTRICTED SHARE RIGHTS PROGRAM 2004
         -GRANTS APRIL 2004, JULY 2004, OCTOBER 2004 AND FEBRUARY 2005-

                                    ARTICLE 1
                                   DEFINITIONS

In this Global Philips Restricted Share Program 2004 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.

3. Delivery Date:                   the Delivery Dates shall be as follows:

<TABLE>
<CAPTION>
                                              DELIVERY DATE      DELIVERY DATE
                       DELIVERY DATE           2 YEAR TERM        3 YEAR TERM
                   1 YEAR TERM RESTRICTED      RESTRICTED        RESTRICTED S
 DATE OF GRANT          SHARE RIGHTS          SHARE RIGHTS        HARE RIGHTS
 -------------     ----------------------     -------------      -------------
<S>                <C>                      <C>                <C>
April 13, 2004      April 13, 2005          April 13, 2006     April 13, 2007

July 13, 2004       July 13, 2005           July 13, 2006      July 13, 2007

October 12, 2004    October 12, 2005        October 12, 2006   October 12, 2007

February 09, 2005   February 09, 2006       February 09, 2007  February 11, 2008
</TABLE>

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 until the Premium Date applicable to
                                    such Restricted Share Right.

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

10. Philips:                        Koninklijke Philips Electronics N.V.

11. Program:                        this Global Philips Restricted Share Program
                                    2004.
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12. Restricted Share                the conditional right granted to a
    Right:                          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 you. 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 provided in Article 3.2 and 3.3 hereof, in case a Participant is
      no longer employed by any Employing Company as a result of the termination
      of such Participant's employment with an Employing Company for any reason
      whatsoever prior to the applicable Delivery Date, such Participant's
      Restricted Share Rights shall be forfeited effective as of the date of
      termination of such Participant's employment with the Employing Company
      without the Participant being entitled to any compensation or any
      obligation on the part of Philips or any of its subsidiaries unless
      Philips determines, in its sole discretion, otherwise in writing. Any such
      determination shall be final, conclusive and binding and may be subject to
      such conditions as Philips may determine appropriate.

2.    In case a Participant is no longer employed by any Employing Company as a
      result of the termination of such Participant's employment with an
      Employing Company for reasons of (i) death, (ii) disablement, (iii) legal
      incapacity, (iv) retirement -, or (v) the expiration of a temporary
      contract of employment, provided such temporary contract of employment has
      not been extended one or more times, such Participant or, in case of the
      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, and in
      accordance with, 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 (ii) 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.

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3.    In case a Participant is no longer employed by any Employing Company 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"), 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, and in accordance with, the terms and
      conditions of this Program, provided that such Restricted Share Rights
      will be forfeited as of the date of termination of the Participant's
      employment with the company which acquired the Divested Business from
      Philips or any of its subsidiaries, without the Participant being entitled
      to any compensation or any obligation on the part of Philips or its
      subsidiaries or the transferee or its subsidiaries. In case of the
      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.

                                    ARTICLE 4
                               NON-TRANSFERABILITY

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

                                    ARTICLE 5
                         DELIVERY AND HOLDING OF SHARES

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

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

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

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

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      the Participant (or his or her legal representatives, as the case may be)
      fails to comply with the foregoing obligation, then the Participant (or
      his or her legal representatives) shall be deemed to have requested
      Philips to sell or cause to sell such Shares.

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

                                    ARTICLE 6
                                CAPITAL DILUTION

Philips may make equitable adjustment or substitution of the number or kind of
Shares subject to the Restricted Shares Rights, as it, in its sole discretion,
deems equitable to reflect any significant corporate event of or by Philips, for
example a change in the outstanding Shares by reason of any stock dividend or
split, recapitalization, merger, consolidation, spin-off, combination or
exchange of shares or other corporate change, or any distribution to holders of
Shares other than regular cash dividends.

                                    ARTICLE 7
                                 PREMIUM SHARES

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

                                    ARTICLE 8
                                 COSTS AND TAXES

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

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

3.    Philips and any other Employing Company shall have the right to deduct or
      withhold (or cause to be deducted or withheld) from any salary payment or
      other sums due by Philips or any other Employing Company to Participant,
      or requiring the Participant or beneficiary of

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      the Participant, to pay to Philips an amount necessary to settle any Taxes
      determined by Philips necessary to be withheld in connection with this
      Program (including, but not limited to, the grant of the Restricted Shares
      Rights or the delivery of any Shares (including, but not limited to,
      Premium Shares) under this Program).

4.    Philips shall not be required to deliver any Shares and Philips may delay
      (or cause to be delayed) the transfer of any Shares from a Nominee Account
      to a Custody Account until Philips has received an amount, or the
      Participant has made such arrangements required by Philips necessary to
      satisfy any withholding of any Taxes and any costs to be borne by the
      Participant in connection with this Program as determined by Philips.

                                    ARTICLE 9
                           DIVIDEND PAYMENT ON SHARES

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

                                   ARTICLE 10
                               GENERAL PROVISIONS

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

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

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

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

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

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

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

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