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TERMS AND CONDITIONS OF THE NOKIA RESTRICTED SHARE PLAN 2005


1.      Purpose and Scope of the Plan

               The purpose of the Nokia Restricted Share Plan 2005 (the "Plan")
               is to recruit, retain, reward and motivate selected high
               potential and critical employees, and to promote share ownership
               of these key employees. To accomplish these objectives Nokia
               Corporation ("Nokia") may grant selected employees of Nokia Group
               shares in Nokia under this Plan.

               Under the Plan a maximum of 6 250 000 Nokia shares (the "Shares")
               may be granted to eligible participants, subject to restrictions,
               terms and conditions under the Plan.

               Grants from this Plan may be made between January 1, 2005 and
               December 31, 2005, inclusive.

2.      Eligible Employees

               The Personnel Committee of the Nokia Board of Directors (the
               "Personnel Committee") shall determine the eligible employees of
               Nokia Group to be offered Shares under the Plan (the
               "Participants" or "Participant" as the case may be).

               Eligible to become Participants under the Plan are:

                 o  Key talent employees;

                 o  Employees with high potential; and

                 o  Employees, who are critical resources

               The Personnel Committee shall approve nominations for members of
               the Group Executive Board, other than the President and the CEO.
               The Personnel Committee shall recommend to the Board of Directors
               of Nokia (the "Board") for approval the nominations for the
               President and the CEO. In addition, the CEO of Nokia shall be
               authorized to approve grants to eligible employees, except for
               members of the Group Executive Board.

3.      Grant of Shares

               As described in paragraph 2 above, the Board, Personnel Committee
               or the CEO, as applicable, shall approve the grant of Shares. The
               grant of Shares means that the Participant is given an offer to
               receive a certain amount of Shares subject to the restrictions
               set forth below.

               The Participant shall acquire ownership of the Shares and all the
               rights relating to the Shares only after the end of the
               Restriction Period as defined below in paragraph 3.2 and provided
               that the other terms and conditions of the Plan are also met, as
               stated below.

               As a condition to receive the grant of Shares, the Participant
               will enter into an agreement, Restricted Share Agreement
               ("Agreement") with Nokia, which contains the conditions of the
               grant. These are consistent with the purpose of the Plan as
               approved by the Board. Entering into the Agreement, the
               Participant accepts the grant of
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               the Shares, the terms and conditions of the Plan, as well as the
               conditions applicable to the grant, as determined by Nokia. The
               following apply to the Restricted Shares and the grants made
               under the Plan:

                    3.1. Number of Shares Granted. Each Restricted Share
                    Agreement shall specify the number of Shares the Participant
                    has been granted. No fractional Shares shall be granted.

                    3.2. Restriction Period. The Shares shall be transferred to
                    the Participant after a period of not less than 3 years from
                    the date when the Shares are offered or granted to the
                    Participant (the "Restriction Period") as specified in the
                    Restricted Share Agreement. During the Restriction Period,
                    the Participant does not have any legal ownership or any
                    other rights relating to the Shares.

                    3.3. Rights of the Participant during the Restriction
                    Period. 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 the Shares have been
                    transferred to the Participant after the end of the
                    Restriction Period.

                    3.4. Prohibited transactions. The Participants are not
                    entitled to enter into any derivative agreement or any other
                    corresponding financial arrangement relating to the Shares
                    until the Shares have been transferred to the Participant at
                    the end of the Restriction Period.

                    3.5. Settlement of Shares. As soon as practicable after the
                    end of the Restriction Period and subject to the fulfilment
                    of the terms and conditions of the Plan, the Participant
                    will acquire ownership of the granted amount of Shares,
                    which shall be transferred to the Participant's personal
                    book-entry or brokerage account designated by Nokia. At the
                    same time, the Participant will acquire ownership of the
                    Shares.

                    3.6. Changes in employment. If the employment of the
                    Participant terminates prior to the end of the Restriction
                    Period for any reason other than early retirement,
                    retirement, permanent disability, (these events to be
                    defined by Nokia at its discretion), or death, the
                    Participant will not acquire ownership of the granted Shares
                    and they will not be transferred to the Participant's
                    account after the end of the Restriction Period. If the
                    employment of the Participant terminates prior to the end of
                    the Restriction Period by reason of early retirement,
                    retirement, permanent disability (these events to be defined
                    by Nokia at its discretion) or death, the ownership of the
                    granted Shares will pass to the Participant and the Shares
                    will be transferred to the Participant's account after the
                    end of the Restriction Period. In cases of voluntary and/or
                    statutory leave of absence of the Participant, Nokia has the
                    right to defer the end of the Restriction Period of the
                    Shares regarding such Participant.

                    3.7. Obligation to hold the Shares. Nokia may after the end
                    of the Restriction Period and the transfer of the Shares to
                    the Participant's account, require the Participant to hold,
                    for a specified time period, such number of Shares
                    equivalent to the Participant's after-tax net gain for the
                    granted Shares.

                    3.8. Breaches of the Plan rules. 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 the end of the Restriction Period rescind the grant
                    of Shares to such Participant.

                    3.9. High standard performance. If the performance, the
                    contributions or leadership of the Participant significantly
                    deteriorate at any time during the Restriction Period, Nokia
                    reserves the right at its discretion at any time prior to
                    the end of the Restriction Period to rescind the grant of
                    Shares to such Participant. The circumstances that may lead
                    to rescinding the grant of Shares are to be solely
                    determined and interpreted by Nokia.
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                    3.10. Acceptance. The Participant shall accept all, none or
                    a portion of the Shares by returning the Restricted Share
                    Agreement signed to the Nokia contact person designated in
                    the Agreement. Once the Participant has accepted the Shares,
                    the acceptance may not be rescinded by the Participant.

                    3.11. Other provisions. The grant of the Shares does not
                    constitute a term or a condition of the Participant's
                    employment relationship with Nokia nor of the Participant's
                    employment contract under applicable local laws. The Shares
                    do not form a part of the Participant's salary or benefit of
                    any kind.

                    3.12. Authorization and consents. Nokia has the right to
                    require from the Participant the submission of such
                    information or contribution that is necessary in the
                    administration of the grants. This includes the
                    authorization to Nokia or its assigns, in Nokia's absolute
                    discretion, to arrange for the subscription or acquiring of
                    Shares in order to settle the grant, and to sell Shares in
                    order to settle any tax or social security liability on
                    behalf of the Participant. By signing the Restricted Share
                    Agreement, the Participant also consents to the processing
                    of and transferring of all personal data given by him/her
                    for the administration of the Plan.

4.      Administration

               Pursuant to the instructions given by the Board, the Plan shall
               be administered by the Personnel Committee. The Personnel
               Committee is empowered to adopt such rules, regulations and
               procedures and take such other measures, as it shall deem
               necessary or appropriate for the administration of the Plan. The
               Personnel Committee shall also have the authority to interpret
               and amend these Plan rules. The Human Resources Department of
               Nokia will assist the Personnel Committee in the day-to-day
               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 acquiring, issuance, sale, and transfer of the
               Shares to the Participant.

5.      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 the receipt or sale of
               the Shares by the Participants. Nokia shall have the power to
               determine how such withholding or any other measures are arranged
               or carried out, including but not limited to potential sale of
               Shares for the fulfilment of such liability.

               The Participants are personally responsible for any taxes and
               social security charges associated with the grant of 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 Restriction Period. The Participants are
               advised to consult their own financial and tax advisers (at their
               own expense) before the acceptance of the grant of the Shares,
               i.e. signing the Restricted Share Agreement.

6.      Effectivity of the Plan

               The Plan shall become effective pursuant to the adoption by the
               Board. The Board may at any time amend, modify or terminate the
               Plan, including but not limited to situations where required
               resolutions by Nokia's General Meeting of Shareholders is not
               received. Such a resolution by the Board may also, as in each
               case determined by the Board, affect the grants then outstanding,
               but not settled.
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7.      Governing Law

               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.

8.      Other Provisions

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

               The grant of Shares by Nokia to some Participants may be limited
               and/or subject to additional terms and conditions due to laws and
               other regulations 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 shall be
               administered and processed by Nokia or any other person, agent or
               entity designated 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.