EXHIBIT 4.4


      
         

        
          	
                  

                	
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        TERMS
AND CONDITIONS OF THE NOKIA RESTRICTED SHARE PLAN 2009

      

    

    


    


    
      	
              1. 

            	
              Purpose
      and Scope of the Plan

            


    

     

    The purpose of the
Nokia Restricted Share Plan 2009 is to recruit, retain, reward and motivate
selected key employees, employees with high potential, and critical employees.
This Plan is also intended to promote share ownership of these key employees. To
accomplish these objectives Nokia may grant eligible Nokia Group employees Nokia
Shares under this Plan.

     

    The Plan may result
in a grant of a maximum of 5 000 000 Restricted Shares. The Board
determines the general guidelines under the Plan and approves the grants to
eligible employees within its authorities. Grants of Restricted Shares under
these terms and conditions may be made between January 1, 2009 and December 31,
2009, inclusive.

     

    
      	
              2. 

            	
              Definitions

            


    

     

    Board:
Board of Directors of Nokia Corporation.

     

    Grant
Amount: The number of Restricted Shares granted to a
Participant.

     

    Nokia:
Nokia Corporation.

     

    Participant:
Employee of Nokia Group who has received a grant of Restricted Shares under the
Plan.

     

    Plan:
Restricted Share Plan 2009 of Nokia.

     

    Restricted
Share/Shares: The Grant Amount consists of Restricted Shares. Each
Restricted Share represents a right to receive a certain number of Shares or
their cash equivalent upon settlement subject to the fulfillment of these terms
and conditions and provided that no other restriction related to these terms and
conditions is applicable.

     

    Restriction
Period: Period after which the Shares shall be settled to the
Participant. The Restriction Period shall be no less than 3 years from the date
when the Restricted Shares were granted to the Participant.

     

    Settlement
Date: A banking day in Helsinki, Finland falling as soon as practicable
after the end of the Restriction Period, as determined by Nokia.

     

    Share/Shares:
Nokia ordinary shares. What is said about Shares in these terms and conditions,
shall apply (as applicable) to the cash equivalent of the Shares used for
settlement.

     

    
      	
              3. 

            	
              Grant
      of Restricted Shares

            


    

     

    At grant, each
Participant is offered a Grant Amount of Restricted Shares. Nokia will notify
each Participant of the grant.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      
        	
                

              	
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    As a precondition
for a valid grant, the Participant has to be employed by Nokia at the time of
the grant. The Participant may be required to give Nokia such authorizations and
consents, as Nokia deems necessary in order to administer the Plan.

     

    
      	
              4. 

            	
              Restriction
      Period

            


    

     

    The Shares shall be
settled to the Participant after the end of the Restriction Period. The end of
the Restriction Period shall be specified to the Participant in the grant
communication.

     

    During the
Restriction Period, the Participant does not have any legal ownership or any
other rights relating to the Shares. The Participant 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.

     

    
      	
              5. 

            	
              Settlement

            


    

     

    On the Settlement
Date Nokia will complete the settlement of the Shares by transferring the
applicable number of Shares or their cash equivalent  to the
Participant’s book-entry, brokerage or other bank account, provided that the
Participant has complied with these terms and conditions and performed all the
necessary actions to enable Nokia to instruct the settlement. If the Participant
has not performed all necessary actions to enable Nokia to instruct the
settlement, Nokia may, in its sole discretion, sell the Shares on behalf of the
Participant and remit the proceeds to the Participant.

     

    Nokia may, at its
sole discretion, use for the settlement of Shares 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.

     

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

     

    
      	
              6. 

            	
              Changes
      in Employment

            


    

     

    If the employment
of the Participant with Nokia Group terminates prior to the end of the
Restriction Period by the reason of early retirement, retirement, permanent
disability, (as defined by Nokia at its sole discretion), or death, the
Participant retains the right to settlement. In case of death of the Participant
prior to the end of the Restriction Period, Nokia has the right to settle the
Restricted Shares at the Grant Amount prior to the end of the Restriction
Period. If made, such special settlement will constitute full and final
settlement of that Restricted Share grant.

     

    If the employment
of the Participant terminates prior to the end of the Restriction Period by any
other reason than those mentioned above, Nokia is entitled to redeem the
Restricted Share grant from the Participant without consideration, in which case
the Participant shall not be entitled to any settlement under the
Plan.

     

    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 or prorate the settlement of
Restricted Shares.

     

    
      	
              7. 

            	
              Breach
      of the Terms and Conditions

            


    

     

    The Participant
shall comply with these terms and conditions, as well as any instructions given
by Nokia regarding the Plan from time to time. If the Participant breaches these
terms and conditions and/or any

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      
        	
                

              	
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    instructions given
by Nokia, Nokia may at its discretion at any time prior to settlement rescind
the grant of Restricted Shares.

     

    
      	
              8. 

            	
              Terms
      of Employment

            


    

     

    The grant or
settlement of Restricted Shares does not constitute a term or a condition of the
Participant’s employment contract with Nokia under applicable local laws. The
Restricted Shares do not form a part of the Participant’s salary or benefit of
any kind.

     

    
      	
              9. 

            	
              Taxes
      and other Obligations

            


    

     

    The Participants
are personally responsible for all taxes and social security charges associated
with the Restricted Share grants and Shares delivered upon settlement. 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 accepting the grant 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 Restricted Shares or any subsequent
transactions related to the Shares.

     

    Pursuant to
applicable laws, Nokia is or may be required or may deem appropriate to withhold
taxes, social security charges or fulfill employment related or other
obligations upon the grant or settlement of Restricted Shares, or when Shares
are disposed of by the Participants. Nokia shall have the right to determine how
such collection, withholding or other measures will be arranged or carried out,
including but not limited to a settlement of a net amount remaining after the
completion of such measures or a potential sale of the Shares on behalf of the
Participants for the completion of such measures.

     

    
      	
              10. 

            	
              Validity
      of these Terms and Conditions

            


    

     

    These terms and
conditions shall become valid and effective upon the approval by the Board. The
Board may at any time amend, modify or terminate these terms and conditions. The
Board may make such a resolution in its absolute discretion at any
time.

     

    Such action by the
Board may also, as in each case is determined by the Board affect the Restricted
Share grants that are then outstanding, but not settled.

     

    
      	
              11. 

            	
              Administration

            


    

     

    The Plan shall be
administered on behalf of Nokia by the Board. Nokia has the authority to
interpret these terms and conditions, approve such other rules and procedures
and take such other measures, as it deems necessary or appropriate for the
administration of the Plan. Such action may also affect the Restricted Share
grants that are then outstanding, but not settled.

     

    Nokia has the right
to determine the practical manner of administration and settlement of the
Restricted Shares, including but not limited to the acquiring, issuance, sale,
and transfer of the Shares or their cash equivalent to the Participant.
Furthermore, Nokia has the right to require from the Participant the submission
of such information or contribution that is necessary for the administration and
settlement of the Restricted Share grants.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      
        	
                

              	
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              12. 

            	
              Governing
      Law

            


    

     

    These terms and
conditions are governed by Finnish laws. Disputes arising out of these terms and
conditions shall be settled by arbitration in Helsinki, Finland, in accordance
with the Arbitration Rules of the Finnish Central Chamber of
Commerce.

     

    
      	
              13. 

            	
              Processing
      of Personal Data

            


    

     

    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 Restricted Share grants. The personal data may be administered and
processed by either 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 Corporate Legal
department in Espoo, Finland.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
       

      
        	
                

              	
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          SUPPLEMENT
TO THE GRANT OF RESTRICTED SHARES UNDER

           THE
NOKIA RESTRICTED SHARE PLAN 2009 IN USA

           

          Amendments
to the Nokia Restricted Share Plan 2009

           

          For
purposes of Section 409A of the U.S. Internal Revenue Code of 1986, as amended
(the “Code”), the Nokia
Restricted Share Plan 2009 (“Plan”) is amended, effective
as of March 5, 2009, by adding the following “Code Section 409A Schedule” to the
Plan.

           

          “Code Section 409A
Schedule”

           

          Notwithstanding
anything in the terms and conditions of the Plan (“Plan Rules”) to the contrary,
effective as of March 5, 2009, the Plan Rules are amended as set forth in this
Code Section 409A Schedule in order to avoid adverse or unintended tax
consequences to Participants under Section 409A of the Code, and the applicable
rules and regulations thereunder.  The provisions of this Code Section
409A Schedule shall apply to grants that could potentially be subject to Section
409A of the Code and shall supersede the other Plan Rules to the extent
necessary to eliminate inconsistencies between this Code Section 409A Schedule
and such other Plan Rules.

           

          1.           In
no event shall the Settlement Date occur later than the last banking day of the
calendar year in which the Restriction Period ends.

           

          2.           In
cases of voluntary and/or statutory leave of absence of the Participant, the
length of which exceeds the threshold determined for the relevant type of leave
in the applicable human resources policy at the time of the leave, Nokia will
prorate and settle the Participant’s Restricted Shares after the end of the
Restriction Period on the Settlement Date.

           

          3.           If
a Participant’s employment terminates prior to the end of the Restriction Period
by reason of retirement, early retirement, or permanent disability, the
Participant will retain the right to settlement of the Restricted Shares at the
end of the Restriction Period on the Settlement Date.  If a
Participant’s employment terminates due to death, Nokia will settle the
Restricted Shares at the Grant Amount prior to the end of the Restriction Period
in the second month of the calendar quarter following the date of the
Participant’s death.

           

          4.           If
any Plan Rule or grant document contravenes any regulations or guidance
promulgated under Section 409A of the Code or could cause any granted Restricted
Shares to be subject to taxes, interest or penalties under Section 409A of the
Code, Nokia may, in its sole discretion and without the Participant’s consent,
modify the Plan Rules or grant documents to: (i) comply with, or avoid being
subject to, Section 409A of the Code, (ii) avoid the incurrence of additional
taxes, interest or penalties under Section 409A of the Code, and (iii) maintain,
to the maximum extent practicable, the original intent of the applicable Plan
Rule or provision without contravening the provisions of Section 409A of the
Code.

           

          *  *  *  *  *

           

          Except as
set forth herein, the Nokia Restricted Share Plan 2009 remains in full force and
effect.