1(8)

                                 March 30, 2005


TERMS AND CONDITIONS OF THE NOKIA PERFORMANCE SHARE PLAN 2005


1.     Definitions

               Annual EPS or EPS: The annual Earnings Per Share or EPS number
               (basic, reported) in the approved consolidated financial accounts
               for Nokia Group (IFRS) for fiscal years 2004, 2006, and 2008, as
               applicable, will be used for the measurement of the EPS growth,
               which is one pre-determined financial performance criterion and
               vesting condition under paragraph 4 below.

               Average Annual Net Sales Growth: The Average Annual Net Sales
               Growth, which is one pre-determined financial performance
               criterion and vesting condition under paragraph 4 below, is
               calculated as an average of the annual net sales growth rates in
               the approved consolidated financial accounts for Nokia Group
               (IFRS) for the Interim Measurement Period or Performance Period,
               as applicable. The annual net sales figures for fiscal years
               2004, 2005, 2006, 2007, and 2008, as applicable, will be used for
               the calculation of the Average Annual Net Sales Growth.

               Grant Amount: The number of Units that will be allocated to a
               Participant. The Grant Amount represents the Threshold Number for
               and is tied to either EPS Growth or Average Annual Net Sales
               Growth, as indicated to the Participant at grant. The Grant
               Amount equals the Threshold Number for each criterion. Under the
               Plan, the Participant shall receive two Grant Amounts of equal
               size one tied to EPS criterion and one tied to Average Annual Net
               Sales Growth criterion.

               Interim Measurement Period: The period comprising the fiscal
               years 2005 and 2006. The measurement of the first payout during
               the Performance Period under paragraph 4 will be based on Nokia's
               performance during the Interim Measurement Period.

               Maximum Number: The number of granted Units to vest, provided
               that the Maximum Performance is achieved with respect to the
               performance criterion, as determined in the Vesting Conditions
               under paragraph 4.4. For each performance criterion, the Maximum
               Number of Units equals four times the Threshold Number or Grant
               Amount.

               Maximum Performance: The performance level, which is defined for
               each performance criterion under paragraph 4.4. The Maximum
               Performance results in the Vesting of four times the Grant Amount
               or Threshold Number.

               Participant: Eligible persons who, based on the grant guidelines
               approved by the Personnel Committee of the Board of Directors,
               receive a grant of Performance Share Units under the Plan.

               Performance Period: The period comprising the fiscal years 2005
               through 2008. The fulfilment of the pre-determined performance
               criteria as described under paragraph 4, is measured based on
               Nokia's financial performance during this period. The two
               separate, equally weighted performance criteria are Annual EPS
               Growth and Average Annual Net Sales Growth.

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                                 March 30, 2005


               Performance Share Unit or Unit: Each Participant is offered at
               grant a number of Performance Share Units, equalling the Grant
               Amount. The Units will vest as Shares for the Participant to the
               extent of and subject to the Vesting conditions under paragraph
               4, and other restrictions under these Plan Rules.

               Plan Rules: This document as adopted by the Board of Directors.

               Settlement Date: The day of the settlement of the payouts under
               the Plan. Subject to the Vesting conditions under paragraph 4
               below, there will be two Settlement Dates, one after the Interim
               Measurement Period and a second after the Performance Period as
               defined under paragraph 6. The Settlement Date will be as soon as
               practicable after the Vesting Date.

               Share/Shares: Nokia ordinary shares to be transferred to
               Participants based on vested Units. Nokia may, however, in its
               sole discretion, use for the settlement of vested Units one or
               more of the ways of funding described under paragraph 6,
               including cash settlement.

               Threshold Number: The number of Units to vest, provided that the
               Threshold Performance is achieved with respect to the performance
               criteria, as determined in the Vesting conditions of the Plan
               under paragraph 4. For each performance criterion separately, the
               Threshold Number equals the Grant Amount.

               Threshold Performance: The minimum performance level, which
               results in the Vesting of the Threshold Number or Grant Amount of
               Units of a grant as defined under paragraph 4 below.

               Vesting: Represents the moment in time, when the granted Units
               shall vest as Shares and the Participant shall acquire the right
               to receive full ownership of such number of Shares. The number of
               Units that vest will be dependant on the fulfilment of the
               Vesting conditions under paragraph 4. The Vesting conditions will
               be measured after the close of the Interim Measurement Period,
               and the close of the Performance Period, as defined under
               paragraph 4. Nokia will arrange for the delivery of the vested
               Shares as soon as practicable after Vesting Date, as described
               under paragraph 6 below.

               Vesting Date: The Vesting Date is the date of the Annual General
               Meeting of Nokia in 2007 and 2009, respectively, as determined by
               Nokia. The Vesting Date represents the day in which a participant
               earns the shares, subject to the Vesting conditions as defined in
               paragraph 4. There will be two Vesting Dates, one after the
               Interim Measurement Period and a second after the Performance
               Period as defined under paragraph 6. As soon as practicable after
               Vesting Date, Nokia will arrange for the delivery of the vested
               Shares as described under paragraph 6 below.

2.     Purpose and Scope of the Plan

               Nokia Corporation ("Nokia") may grant under the Performance Share
               Plan 2005 (the "Plan") a maximum of 25.000.000 Nokia shares (the
               "Shares") to eligible participants, subject to the terms and
               conditions and other restrictions set out herein ("Plan Rules").
               The purpose of the Plan is to recruit, retain and motivate
               selected personnel of Nokia Group, and to promote their share
               ownership.

               To comply with the purposes of the Plan, the Personnel Committee
               of the Board of Directors of Nokia ("Personnel Committee") shall
               determine the grant guidelines of the Plan, as well as approve
               the eligible persons of Nokia Group to receive grants under the
               Plan (the "Participants") from time to time.

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                                 March 30, 2005


3.     Grant of Performance Share Units

               At grant, each Participant will be offered a certain number of
               Performance Share Units ("Grant Amount"). One Grant Amount is
               tied to the EPS criterion and a separate Grant Amount tied to the
               Average Annual Net Sales criterion. The granted Units will vest
               as Shares to the Participants, subject to the Vesting conditions
               described below under paragraph 4, and other terms and conditions
               under these Plan Rules.

               In connection with the grant, the Participant may be required to
               give Nokia such authorizations and consents, as Nokia deems
               necessary in order to administer the Plan. The fulfilment of such
               requirements and the compliance with such instructions given by
               Nokia forms a precondition of a valid grant.

4.     Vesting Conditions of the Performance Share Units

4.1.   Vesting and Settlement

               The granted Units shall vest as Shares and the Participant shall
               acquire the right to receive full ownership of such number of
               Shares ("Vesting"), as determined in the Vesting conditions
               described below in this paragraph 4 and be subject to Settlement
               pursuant to paragraph 6 below, "Settlement of Grant".



4.2.   Financial Performance Criteria and Vesting

               4.2.1. The Vesting of Units under the Plan is determined by the
               financial performance of Nokia during the Performance Period
               comprising the fiscal years 2005 through 2008 ("Performance
               Period").

               4.2.2. Measurement of Nokia's performance during the Performance
               Period will be based on the approved consolidated financial
               accounts of Nokia Group (IRFS) as of the end of fiscal year 2008,
               compared with those of 2004 and 2006.

               4.2.3. If the Threshold Performance is not reached, no Units
               shall be vested as Shares.

               4.2.4. To the extent that the Threshold Performance is exceeded,
               the number of Units to vest will increase linearly up to the
               achievement of the Maximum Performance.

               4.2.5. After the close of the Interim Measurement Period, to the
               extent the Threshold Performance has been achieved or exceeded,
               the number of Units equaling the Grant Amount shall vest. The
               total number of Units that may be vested at such time, may,
               however, not exceed the Grant Amount or Threshold Number.

               4.2.6. For the full Performance Period (2005-2008), the total
               amount of shares to be vested, if applicable, may not exceed four
               times the Grant Amount or the Threshold Number, less any Shares
               delivered after the Interim Measurement Period.

4.3.    Threshold Performance

               4.3.1. The Threshold Number, equalling the Grant Amount, shall
               vest, if Nokia's financial performance equals one of the two
               pre-determined financial performance criteria described below as
               Threshold Performance.

               The Threshold Performance level for each criterion is as follows:
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                                 March 30, 2005


                  1)   Average Annual Net Sales Growth: Nokia's Average Annual
                       Net Sales Growth rate for the Performance Period equals
                       3%.
                  2)   EPS Growth (EPS): Nokia's EPS (basic, reported) equals
                       EUR 0.82 at the end of 2008.

4.4.    Maximum Performance

               4.4.1. The Maximum Number, which equals four times the Grant
               Amount shall vest, if Nokia's financial performance equals or
               exceeds one of the two pre-determined financial performance
               criteria described below as Maximum Performance.

               The Maximum Performance level for each criterion is as follows:

                  1)   Average Annual Net Sales Growth: Nokia's Average Annual
                       Net Sales Growth rate for the Performance Period equals
                       or exceeds 12%.

                  2)   EPS Growth (EPS): Nokia's EPS (basic, reported) equals or
                       exceeds EUR 1.33 at the end of 2008.

               The following table below summarizes each Performance criterion
               (Table A)

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                           Potential range of
                                                                            Threshold    Maximum             share delivery
Financial Accounts 2004     Measurement Period    Performance Criterion    Performance  Performance           (Settlement)
------------------------------------------------------------------------------------------------------------------------------------
<S>                         <C>                    <C>            <C>        <C>           <C>         <C>
        EPS EUR0.70         Interim Measurement    EPS for 2006   (basic,    EUR0.75       EUR0.96     Zero shares or Grant Amount
     (basic, reported)      Period (2005-2006)          reported)
------------------------------------------------------------------------------------------------------------------------------------
           -1%              Interim Measurement  Average Annual Net Sales       3%           12%       Zero shares or Grant Amount
 Average Annual Net Sales   Period (2005-2006)   growth rate (2005-2006)
     (basic, reported)                               (basic, reported)
------------------------------------------------------------------------------------------------------------------------------------
        EPS EUR0.70         Performance Period     EPS for 2008   (basic,    EUR0.82        EUR1.33  Zero shares to 4X Grant Amount,
     (basic, reported)          (2005-2008)             reported)                                    less any shares delivered from
                                                                                                     Interim Measurement Period
------------------------------------------------------------------------------------------------------------------------------------
            -1              Performance Period   Average Annual Net Sales       3%           12%     Zero shares to 4X Grant Amount,
 Average Annual Net Sales       (2005-2008)      growth rate (2005-2008)                             less any shares delivered from
     (basic, reported)                              (basic, reported)                                  Interim Measurement Period
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

4.5.   Measurement and calculation of grant payout

               The measurement of Nokia's performance under the Plan shall be
               made after the close of the Interim Measurement Period as well as
               after the Performance Period. Based on each of these
               measurements, the number of Units being vested and the number of
               Shares shall be calculated, which calculation will always be
               subject to the approval of Nokia's financial accounts by the
               Annual General Meeting of Shareholders for the relevant year.

               Nokia shall carry out the measurement of Nokia's performance and
               calculation of the number of Units being vested and the
               corresponding number of Shares under the Plan as well as the
               payout in its sole discretion.

               The calculation of the number of Units being vested shall not
               result in fractional Shares. The number of Units vesting shall be
               rounded to the nearest whole Share.

4.6.   Vesting Date

               The measurement and calculation will be confirmed on the day of
               the Annual General Meeting of Nokia in 2007 and 2009, as
               determined by Nokia ("Vesting Date"). The Vesting Date represents
               the day, in which a participant

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                                 March 30, 2005


               earns the Shares, subject to the fulfilment of the Vesting
               conditions determined in this paragraph. There will be two
               Vesting Dates: one after the Interim Measurement Period and a
               second after the Performance Period. The vested Shares shall be
               transferred to the Participant and settled on or about the
               Settlement Date as defined under paragraph 6.

4.7.   Interim and Final payout

               The payout based on achievement during the Interim Measurement
               Period shall not exceed the Grant Amount. The portion of the
               payout after the close of the Interim Measurement Period that
               would have, pursuant to the Vesting conditions under 4 above,
               exceeded this limit, will be paid out in 2009, if justified by
               the second measurement of performance after the close of the
               Performance Period.

               The final payout based on the achievement during the Performance
               Period shall not exceed four times the Grant Amount. The number
               of Units being vested shall be adjusted by the number of Units
               delivered after the close of Interim Measurement Period.

4.8.   Changes in employment

               If the employment of the Participant terminates prior to Vesting
               Date for any reason other than early retirement, retirement,
               permanent disability (as defined by Nokia at its sole
               discretion), or death, the Participant will not acquire ownership
               of the vested Shares and they will not be transferred to the
               Participant's account on or about the Settlement Date.

               If the employment of the Participant terminates prior to Vesting
               Date by reason of early retirement, retirement, permanent
               disability (as defined by Nokia at its sole discretion) or death,
               the ownership of the Shares vesting will pass to the Participant
               and the Shares will be transferred to the Participant's account
               at the Settlement Date.

               In cases of voluntary and/or statutory leave of absence of the
               Participant, Nokia has the right to defer the Vesting Date and
               Settlement Date

5.     Prohibited transactions

               The Participants are not entitled to enter into any derivative
               agreement or any other corresponding financial arrangement
               relating to the Units or Shares until the Shares have been vested
               and transferred to the Participant after the Vesting Date.

6.     Settlement of Grant

               Nokia may, in its sole discretion, use for the settlement of the
               Units one or more of the following: newly issued Shares, Nokia's
               own existing Shares (treasury shares), Shares purchased from the
               open market, or, in lieu of Shares, cash settlement.

               As soon as practicable after Vesting Date and subject to the
               fulfilment of the other Plan Rules, the Shares, and their cash
               equivalent shall, as instructed by Nokia, be transferred to the
               Participant's personal book-entry, brokerage or bank account,
               provided that the Participant has performed all the necessary
               actions to enable Nokia to instruct such a transfer
               ("Settlement").

               The participants shall not be entitled to any dividend or have
               any voting rights or any other rights as a shareholder to the
               Shares until and unless the Shares have been transferred to the
               Participant on the applicable Settlement Date.

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                                 March 30, 2005


7.     Terms of employment

               The grant of Performance Share Units does not constitute a term
               or a condition of the Participant's employment relationship with
               Nokia, nor does it form a part of the Participant's employment
               contract under applicable local laws. The granted Units do not
               form a part of the Participant's salary or benefit of any kind.

8.     Taxes and other Obligations

               Pursuant to applicable laws, Nokia is or may be required to
               collect withholding taxes, social security charges or fulfil
               other employment related obligations upon making Grants to
               Participants, or on the receipt or sale of the Shares by the
               Participants. Nokia shall have the right to determine how such
               collection, withholding and other measures will be arranged or
               carried out, including but not limited to potential sale of the
               Shares on behalf of the Participants for the fulfilment of such
               liability.

               The Participants are personally responsible for any taxes and
               social security charges associated with the Shares. This includes
               responsibility for any and all tax liabilities in multiple
               countries, if the participant has resided in more than one
               country during the Performance Period. The Participants are
               advised to consult their own financial and tax advisers (at their
               own expense) in connection with the Grant of Units in order to
               verify their tax position.

               The Participants are also responsible for any potential charges
               debited by financial institutions in connection with the
               Settlement of the grants or any subsequent transaction related to
               the Shares.

9.     Breach of the Plan Rules

               The Participant shall comply with the Plan Rules in force from
               time to time, as well as any instructions given by Nokia
               regarding the Plan, including those regarding the grants in
               paragraph 3 above. If the Participant breaches the Plan Rules
               and/or any instructions given by Nokia regarding the Plan, Nokia
               may at its discretion, at any time prior to Vesting, rescind the
               Grant to a Participant who is in breach.

10.    Validity of the Plan

               The Plan shall become valid and effective upon the adoption by
               the Board. The Board may at any time amend, modify or terminate
               the Plan and/or the Plan rules. The Board may make such a
               resolution in its absolute discretion at any time, including but
               not limited to situations where required resolutions by Nokia's
               Annual General Meeting of Shareholders are not received.

               Such a resolution by the Board may also, as in each case
               determined by the Board, affect the granted Units that are then
               outstanding, but not settled.

11.    Administration

               Nokia shall administer the Plan in accordance with guidelines
               approved by its Board of Directors or the Personnel Committee, as
               the case may be. Nokia has the authority to interpret and amend
               these Plan Rules. Nokia may also amend these Plan Rules, adopt
               such other rules and procedures, and take such other measures, as
               it shall deem necessary or appropriate for the administration of
               the Plan.

               Nokia has the right to determine the practical manner of
               administration and settlement of the Grants, including but not
               limited to the acquisition, issuance, sale, and transfer of the
               Shares to the Participant. Furthermore, Nokia has

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                                 March 30, 2005


               the right to require from the Participant the submission of such
               information or contribution that is necessary for the
               administration and settlement of the Grants.

12. Governing Law and settlement of disputes

               The Plan is governed by Finnish law. Disputes arising out of the
               Plan shall be settled by arbitration in Helsinki, Finland in
               accordance with the Arbitration Rules of the Finnish Central
               Chamber of Commerce.


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                                 March 30, 2005


13.    Other Provisions

               Any notices to the Participants relating to this Plan shall be
               made electronically, in writing, or any other appropriate manner
               as determined by Nokia.

               The grant of Units by Nokia to some Participants may be limited
               and/or subject to additional terms and conditions due to laws and
               other regulations applicable outside Finland.

               Nokia has the right to transfer globally within Nokia Group
               and/or to an agent of Nokia Group any of the personal data
               required for the administration of the Plan and the settlement of
               the grants. The data may be administered and processed either by
               Nokia or an agent authorized by Nokia in the future. The
               Participant is entitled to request access to data referring to
               the Participant's person, held by Nokia or its agent and to
               request amendment or deletion of such data in accordance with
               applicable laws, statutes or regulations. In order to exercise
               these rights, the Participant must contact Nokia Group Legal
               department in Espoo, Finland.